Terms of Use

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1. About these Terms

These Terms of Use ("Terms") are a legally binding agreement between you (the "Merchant", "you") and Olympus Pay Proprietary Limited, Registration No. BW00009700756 ("Olympus Pay", "we", "us"), a company registered in Botswana. They govern your access to and use of the Olympus Pay merchant platform, dashboard, mobile and web applications, payment links, QR codes, point-of-sale tools, APIs, webhooks, sandbox and related services (together, the "Services"). By creating a merchant account, accepting an invitation to a merchant account, clicking "Accept", or using the Services, you agree to these Terms, to our Privacy Policy, and to every policy referred to in them. If you are accepting for a business, you confirm that you are authorised to bind it, and "you" then includes that business. If you do not agree, do not use the Services. Where you have signed a Merchant Services Agreement with us, that agreement governs your commercial relationship with us. These Terms apply in addition to it. If the two conflict on the same point, the Merchant Services Agreement prevails for that point.

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2. Definitions

• "Account" means your merchant account on the Services, including every user and credential that can act on it.
• "Applicable Law" means all laws, regulations, directives, licence conditions and regulatory requirements binding on either party, including those of Botswana and the Bank of Botswana.
• "Customer" means a person who pays you, or attempts to pay you, using the Services.
• "Data Protection Act" means the Data Protection Act, 2024 of Botswana and its regulations, as amended.
• "Fees" means the fees, charges and reserves described in the fee schedule shown in your dashboard or agreed in writing.
• "Payment Partner" means a licensed bank, payment service provider, card scheme, mobile money operator, acquirer, identity or screening provider, or other third party we use to provide the Services.
• "Transaction" means any payment, refund, reversal, chargeback, payout, transfer or settlement made or attempted through the Services.
• "Prohibited Business" means a business, product or activity listed in section 8 or in our Acceptable Use Policy.

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3. Regulatory status

Olympus Pay is an admitted participant in the Bank of Botswana Regulatory Sandbox and provides its digital banking services within the conditions, limits and reporting requirements set by the Bank of Botswana for the Sandbox. Those conditions can change or end, and we may have to restrict, change or withdraw a Service to comply with them. We will give you notice of material changes wherever the law allows. Participation in the Sandbox is not a general banking licence or a guarantee of any kind by the Bank of Botswana. Funds held for you are not, by reason of the Sandbox alone, protected by a deposit insurance scheme. Card and mobile money payments are processed through licensed Payment Partners. Olympus Pay onboards each merchant and settles funds to them. You must read the deposit and safeguarding information we publish before relying on any balance.

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4. Eligibility, onboarding and verification

• You must be a legally registered business, or a person authorised to act for one, and you must be at least 18 years old.
• You must complete identity (KYC) and business (KYB) verification, including verification of directors, shareholders and beneficial owners, before you can accept payments or receive settlements.
• We may ask for further information or documents at any time, including source of funds, proof of address, licences, contracts with your suppliers and customers, and financial statements. You must supply them promptly.
• Everything you tell us must be true, complete and current. You must tell us within 7 days of any change to your ownership, directors, business activity, bank details, address or contact details.
• We may decline, delay or condition any application, and we do not have to give reasons where doing so would be unlawful or would compromise a financial-crime control.
• You may not open or operate an Account for another person without our written approval, and you may not open more than one Account for the same business unless we agree.

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5. Your Account and security

• You are responsible for every action taken with your Account credentials, API keys, webhook signing secrets, QR codes, payment links and devices, whether or not you authorised it, until you tell us they are compromised and we have had a reasonable time to act.
• Keep credentials confidential. Never share a password, one-time code, PIN or API secret with anyone, including someone who says they work for Olympus Pay. We will never ask for them.
• Use strong, unique passwords and turn on every additional verification we offer. Give team members only the role they need, and remove access the same day a person leaves your business.
• Tell us immediately at security@olympuspay.co if you suspect unauthorised access, loss of a device, a leaked key or suspicious activity. Rotate any API key or webhook secret you suspect is exposed.
• You must verify the signature of every webhook before acting on it, and you must not build an integration that trusts data sent by a browser or customer without checking it with us.
• You are responsible for the security of your own systems, staff, terminals and networks, and for keeping software you use with the Services up to date.

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6. The Services and how we may change them

We provide the Services with reasonable skill and care. We may add, change, limit or withdraw features, and we may set or change limits on the value, number, type or currency of Transactions, including in response to risk, regulator instructions or Payment Partner requirements. Some features are offered in beta, sandbox or preview form. They are provided as they are, may change or stop without notice, and must not be relied on for critical operations. Sandbox and test environments use test data only and do not move real money. We do not guarantee that the Services will be uninterrupted, error free or available at all times. We may suspend them for maintenance or security. Payment Partners and networks are outside our control, and delays or failures caused by them are not a breach by us.

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7. Acceptable use

You must use the Services lawfully and only for your genuine business. You must not, and must not allow anyone else to:

• process Transactions that you did not truly make, split a single sale into several Transactions to avoid limits or checks, or use the Services to test stolen or invalid cards or credentials;
• process payments for another business (payment facilitation, factoring or transaction laundering) without our written consent;
• misrepresent your business, your goods or services, prices, fees, delivery times or refund terms to Customers or to us;
• circumvent, disable or interfere with any verification, fraud, risk, rate-limit, security or monitoring control;
• reverse engineer, scrape, overload, probe or attack the Services, or use them to send malware, spam or unlawful content;
• use the Services to launder money, finance terrorism or proliferation, evade sanctions, evade tax, or commit fraud or bribery;
• copy card numbers, CVV codes or PINs, or store them in any way the card schemes or law forbid;
• use another person's credentials, or share yours, or resell the Services without our written consent.

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8. Prohibited and restricted businesses

You must not use the Services for the following without our prior written approval, and in some cases not at all: unlawful goods or services; weapons and ammunition; narcotics and controlled substances; adult content; gambling, betting and lotteries; pyramid, Ponzi, get-rich-quick and multi-level schemes; unlicensed financial, investment, crypto-asset, foreign-exchange or money-transfer services; counterfeit or stolen goods; wildlife and protected-species products; unlicensed medical or pharmaceutical products; debt collection; and any business a Payment Partner or card scheme prohibits. We may update this list, and you must stop the affected activity when we tell you.

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9. Payments, refunds and chargebacks

• You are the seller. Your contract for goods or services is with your Customer, not with us. You are solely responsible for your goods, services, pricing, taxes, delivery, warranties, returns and Customer disputes.
• A Transaction shown as successful is not final until it has settled and the period in which it can be disputed, reversed or charged back has ended.
• You must honour a refund policy that is clear to Customers, and comply with the Consumer Protection Act, 2018 and other consumer laws. You may issue refunds only through the Services or as we allow.
• You are liable for every chargeback, reversal, dispute, penalty, fine and assessment charged by a card scheme, mobile money operator, bank or other Payment Partner in respect of your Transactions, together with our chargeback handling fee.
• You must respond to a dispute or information request within the time we give, and keep records that support each Transaction (orders, delivery proof, communications) for at least 5 years.
• If your chargeback, refund, fraud or dispute rate exceeds the levels we or a Payment Partner set, we may impose a reserve, delay settlement, raise fees, or suspend or end the Services.

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10. Fees, taxes and set-off

You must pay the Fees. They are shown in your dashboard or agreed in writing, and may vary by payment method, country, volume and risk. We may change Fees on at least 30 days’ notice sent to your registered email address or shown in the dashboard. If you keep using the Services after the change takes effect, you accept it. Fees are stated exclusive of value-added tax and other taxes unless we say otherwise. You are responsible for your own taxes and for any tax we must collect or withhold by law. We may deduct from any amount we owe you, or from any balance or reserve, any amount you owe us under these Terms or any other agreement, including Fees, refunds, chargebacks, penalties, fines, overpayments and losses caused by your breach. If that is not enough, you must pay the shortfall within 5 days of our demand. Interest may accrue on overdue amounts at the rate stated in your agreement or, if none, at the maximum lawful rate.

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11. Settlement, holds and reserves

• We settle Transactions, less Fees and any amounts due to us, to the bank or mobile money account you have verified with us. Settlement timing depends on the payment method and Payment Partner and is not guaranteed to be instant.
• We may delay, hold, reduce or refuse settlement, and freeze balances, where we reasonably suspect fraud, money laundering, a sanctions issue, a breach of these Terms, an excessive dispute rate, or where a regulator, court, Payment Partner or law enforcement authority requires it, or while we complete an investigation.
• We may require a rolling reserve or security deposit, and may change its size on notice, based on your risk profile. Reserves are held on the terms of your agreement and released only when the period for disputes has ended and you owe us nothing.
• You must give us accurate settlement details. We are not liable for funds sent to details you gave us that were wrong, and we are not obliged to recover them, although we will make reasonable efforts at your cost.
• Any balance we hold for you does not earn interest unless we say so in writing. Dormant or unclaimed balances are dealt with according to Applicable Law after we have tried to contact you.

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12. Customer payments, QR codes and payment links

You are responsible for the QR codes, payment links, invoices and checkout pages you create and for making sure each shows the correct business name, amount and purpose. A payment made to a code or link you issued is treated as made to you. You must keep printed and digital codes safe, and you must not allow anyone to replace, cover or alter them. If a code is tampered with, stop using it and tell us. We may disable any code, link or terminal at any time to protect you, Customers or the Services.

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13. Anti-money laundering, sanctions and financial crime

We are subject to the Financial Intelligence Act, 2019, the Proceeds and Instruments of Crime Act, sanctions and counter-terrorism laws, and Bank of Botswana requirements. You agree that we may monitor your Account and Transactions, screen you, your owners and your Customers against sanctions and watch lists, ask you about any Transaction, and delay, block or reverse any Transaction. We may report suspicious activity to the Financial Intelligence Agency and other authorities, and the law may forbid us from telling you that we have. We are not liable for any loss caused by our compliance with these laws. You must not tip off any person that a report has been or may be made. You confirm that neither you nor any owner, director or beneficial owner is sanctioned, and you will tell us at once if that changes.

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14. Your data and the Data Protection Act, 2024

We process personal information in line with the Data Protection Act, 2024 and our Privacy Policy. For personal information of your Customers, staff and others that you put through the Services, you are the data controller and we act as a processor on your instructions, except where we process information for our own purposes, such as fraud prevention, security, legal compliance, our own accounting and improving the Services, in which case we are a controller in our own right.

• You must have a lawful basis, and give every notice and get every consent the Data Protection Act requires, before you give us personal information or ask us to process it.
• You must give us only the personal information necessary, and must not give us special categories of personal information unless we agree.
• We keep personal information secure using appropriate technical and organisational measures, restrict access to people who need it, and require our own suppliers to protect it.
• We will tell you without undue delay if we become aware of a personal-data breach affecting information you gave us, and help you meet your duty to notify the data protection authority established under the Data Protection Act and affected persons.
• We help you respond to requests from people exercising their rights of access, correction, deletion, objection and portability, so far as the law requires. You must forward any request you receive to privacy@olympuspay.co within 3 days.
• We may transfer personal information outside Botswana to our service providers and Payment Partners, including to countries the law recognises as adequate or under safeguards the law allows, such as standard contractual clauses.
• We keep information for as long as needed for the Services and for the periods Applicable Law requires, including financial-crime record-keeping, and then delete or anonymise it.
• Our Data Processing Particulars in the Merchant Services Agreement form part of this section.

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15. Electronic communications and records

You agree that we may give you notices, statements, disclosures and consents by email, in the dashboard, by SMS, by push notification or by publishing them on our website, and that they are delivered when sent or posted. You must keep your email address and phone number current and check them regularly. You agree that electronic records, signatures and acceptances, including your clicking "Accept", have the same legal effect as written and signed ones, as the Electronic Communications and Transactions Act, 2014 allows. Our records of Transactions, communications and acceptances are conclusive evidence of them unless you prove a clear error. Calls and messages with us may be recorded and monitored for quality, training, security and compliance.

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16. Athena and other AI features

Athena and other automated features use language models to answer questions and to prepare actions. They can be wrong, incomplete or out of date. You must check anything important against your own records, and you must review every action before you confirm it. An action you confirm is treated as your instruction and is your responsibility. Athena does not give legal, tax, financial or investment advice. Do not put into Athena information you are not allowed to share. We may keep conversations to provide the feature, secure it and improve it, in line with our Privacy Policy.

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17. Intellectual property

We and our licensors own the Services, our brands, logos, software, documentation and designs. You have a limited, revocable, non-exclusive, non-transferable right to use them during these Terms, solely to accept payments for your business. You must not copy, modify, sell, sublicense or create derivative works from them, or remove any notice. We may use your name and logo to identify you as a merchant unless you tell us not to. You keep ownership of the content and data you give us and give us the licence we need to run the Services with it. If you give us feedback, we may use it freely.

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18. Confidentiality

Each party must keep confidential the non-public information of the other that it receives and that is marked or reasonably understood as confidential, use it only for these Terms, and protect it with reasonable care. This does not apply to information that is public without breach, was already known, is independently developed, or must be disclosed by law, a court or a regulator. We may share your information with Payment Partners, regulators, auditors, insurers and advisers as needed to provide the Services or to comply with law.

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19. Warranties

You warrant that: you have the power and authority to accept these Terms; your information is accurate; you and your business are validly registered and hold every licence and permit you need; you comply with Applicable Law; your goods and services are lawful and are not on the list in section 8; you will not use the Services for personal, family or household purposes; and nothing you do through the Services infringes anyone’s rights. To the fullest extent the law allows, we give no warranty, condition or promise, whether express or implied, other than those in these Terms, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted or error free.

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20. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, including for fraud or wilful misconduct. Subject to that:

• we are not liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill, opportunity or data, however caused;
• we are not liable for loss caused by Payment Partners, networks, power or telecommunications failures, industrial action, acts of government or regulators, changes in law, cyber attack despite reasonable safeguards, or any other event beyond our reasonable control;
• we are not liable for loss caused by your breach, your Customers’ conduct, incorrect details you gave us, an unauthorised person using your credentials, or your failure to follow our security instructions;
• our total liability to you for all claims arising from these Terms in any 12-month period is limited to the Fees you paid us in the 3 months before the event giving rise to the claim, or P10,000 if that is higher.

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21. Indemnity

You must indemnify us, our affiliates, directors, employees and Payment Partners against all claims, losses, liabilities, penalties, fines, costs and expenses (including reasonable legal fees) arising from: your breach of these Terms or of Applicable Law; your goods, services, Customers and disputes; chargebacks and scheme assessments; your use of the Services in a way we did not authorise; personal information you gave us without a lawful basis; and any claim that your content infringes someone’s rights. We will tell you promptly of any claim and give you reasonable help at your cost, and you may not settle a claim in a way that admits fault for us without our consent.

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22. Suspension and termination

We may suspend, restrict or end your access to all or part of the Services, freeze balances and cancel pending Transactions, immediately and without notice, where we reasonably think you breached these Terms or Applicable Law, where we suspect fraud or financial crime, where a regulator, court, Payment Partner or scheme requires it, where your risk, dispute or chargeback rates are unacceptable, where you are insolvent or in business rescue, or where our Sandbox status or a Payment Partner arrangement changes. We may also end these Terms for convenience on 30 days’ notice. You may close your Account at any time on 30 days’ written notice once you have paid all amounts you owe. On termination, your right to use the Services ends, you must stop using our brands and integrations, we may hold funds for up to 180 days to cover chargebacks, refunds and other liabilities, and we will then settle the remaining balance to your verified account. Sections that by their nature should survive termination (including fees, set-off, data protection, indemnity, liability, confidentiality and governing law) continue.

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23. Complaints

If you are unhappy with the Services, write to complaints@olympuspay.co. We will acknowledge your complaint within 3 business days, and aim to give a final response within 30 days. If you are not satisfied, you may refer the matter to the Bank of Botswana or another competent regulator, and, for data protection matters, to the data protection authority established under the Data Protection Act, without limiting any other right you have.

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24. Force majeure

Neither party is in breach for a failure or delay in performing an obligation (other than paying money) caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, government action, sanctions, power or internet failure, failure of a payment network or Payment Partner, or a cyber attack that reasonable safeguards would not have prevented. The affected party must tell the other and try to limit the effect. If the event lasts more than 60 days, either party may end the affected Services.

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25. Changes to these Terms

We may change these Terms, and the policies they refer to, to reflect changes in our Services, our risk, our regulatory status or the law. We will give you at least 30 days’ notice of a material change by email or in the dashboard, unless a shorter period is needed to comply with law or protect the Services. You may end your Account before the change takes effect. If you keep using the Services afterwards, or accept the updated Terms when asked, you accept the change. We record the version and date of each acceptance.

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26. General

• Entire agreement: these Terms, the policies they refer to and any Merchant Services Agreement are the whole agreement between us on this subject, and replace earlier discussions.
• Assignment: you may not assign or transfer your rights or obligations without our written consent. We may assign ours to an affiliate or a successor to our business on notice to you.
• Severance: if any provision is found invalid or unenforceable, the rest stays in force and the provision is applied to the fullest extent the law allows.
• Waiver: a delay or failure to exercise a right is not a waiver of it.
• Relationship: we are independent contractors. Nothing makes either of us the partner, agent, employee or joint venturer of the other, and you may not bind us.
• Third parties: no one other than the parties, and our affiliates and Payment Partners to the extent stated, may enforce these Terms.
• Notices to us must be sent to legal@olympuspay.co. Notices to you are given under section 15.
• Language: these Terms are in English, which prevails over any translation.

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27. Governing law and disputes

These Terms and any dispute arising from them or from the Services are governed by the laws of the Republic of Botswana. The parties must first try to resolve a dispute in good faith by written notice and a meeting of senior representatives within 30 days. A dispute that is not resolved may be referred by either party to arbitration in Gaborone under the Arbitration Act of Botswana before a single arbitrator agreed by the parties or, failing agreement within 14 days, appointed by the President of the Law Society of Botswana. The arbitration will be conducted in English and the award will be final and binding. Nothing prevents either party from seeking urgent interim relief from the High Court of Botswana. For claims that cannot lawfully be arbitrated, and for enforcement of an award, the courts of Botswana have exclusive jurisdiction.

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28. Contact us

Legal notices: legal@olympuspay.co. Complaints: complaints@olympuspay.co. Privacy and data requests: privacy@olympuspay.co. Security: security@olympuspay.co. General: hello@olympuspay.co.