Introduction and Acceptance

SeerBit Limited (hereinafter referred to as “SeerBit”, “we”, “us”, or “our”) provides payment processing, gateway, and related financial technology services to merchants operating in or targeting the Republic of Kenya. These Merchant Terms of Service (“Agreement”) govern your access to and use of SeerBit’s websites, APIs, dashboards, software, and related Services (collectively, the “Services”). By registering for, accessing, or using the Services, you agree to be legally bound by this Agreement. If you do not agree, you must not use the Services. For purposes of this Agreement, “Merchant” refers to any business entity or legally authorised individual using the Services.

Regulatory Status and Compliance

The Merchant acknowledges that payment services in Kenya are regulated under applicable law and regulatory guidance issued by the Central Bank of Kenya (CBK). The Merchant agrees to comply with:

1. The National Payment System Act, 2011
   
2. The National Payment System Regulations, 2014
   
3. The Data Protection Act, 2019
   
4. The Proceeds of Crime and Anti-Money Laundering Act (POCAMLA)
   
5. Applicable consumer protection laws
   
6. Card scheme rules and operating regulations
   
7. Any other applicable Kenyan law or regulatory directive
   

The Merchant shall obtain and maintain all necessary business registrations, tax registrations, permits, and regulatory approvals required for its operations in Kenya. SeerBit reserves the right to suspend or terminate Services where continued processing may result in regulatory breach.

Eligibility

The Services are available only to legally registered businesses and individuals with full legal capacity to contract. The Services are not directed to individuals under eighteen (18) years of age. By using the Services, the Merchant represents and warrants compliance with this requirement.

Account Registration and Due Diligence

The Merchant agrees to provide accurate, complete, and up-to-date information during onboarding and throughout the term of this Agreement. SeerBit may conduct:

1. Identity verification checks
   
2. Business registration verification
   
3. Beneficial ownership verification
   
4. Credit and background checks
   
5. Sanctions and watchlist screening
   

The Merchant shall promptly notify SeerBit within seven (7) days of any material changes, including:

1. Ownership or control structure
   
2. Business model
   
3. Registered address
   
4. Regulatory status
   

Failure to disclose material changes constitutes a material breach of this Agreement.

AML/CFT and Fraud Prevention

The Merchant shall implement and maintain adequate Anti-Money Laundering (AML) and Counter-Terrorism Financing (CFT) controls consistent with Kenyan law and industry standards. The Merchant shall:

1. Conduct appropriate customer due diligence (KYC)
   
2. Monitor transactions for suspicious activity
   
3. Maintain records in accordance with statutory retention periods
   
4. Promptly cooperate with lawful investigations
   
5. Ensure its platform is not used for fraudulent or illegal activities.
   

SeerBit may request documentation or suspend processing pending compliance review.

License to Use the Services

Subject to compliance with this Agreement, SeerBit grants the Merchant a limited, non-exclusive, non-transferable, revocable license to use the Services solely for lawful business activities approved during onboarding. The Merchant shall not:

1. Reverse engineer or disassemble the Services
   
2. Modify, reproduce, or create derivative works
   
3. Use the Services for undeclared business activities
   
4. Ensure its platform is not used for fraudulent or illegal activities.
   

All intellectual property rights remain the exclusive property of SeerBit Limited and its licensors.

Settlement and Reconciliation

The Merchant shall conduct regular reconciliation of transactions:

1. At least four (4) times daily where daily transaction volume is 0–500
   
2. At least ten (10) times daily where volume exceeds 500 transactions
   

The Merchant must promptly report discrepancies or suspected service downtime. SeerBit shall not be liable for losses resulting from the Merchant’s failure to reconcile or promptly notify SeerBit. Settlement timelines may vary depending on banking systems, regulatory reporting requirements, and cross-border considerations.

Data Protection

The Merchant shall comply with the Data Protection Act, 2019 and applicable regulations issued by the Office of the Data Protection Commissioner (ODPC). Where personal data of Kenyan residents is processed:

1. The Merchant must provide lawful privacy notices
   
2. Obtain required consents where applicable
   
3. Ensure adequate safeguards for cross-border transfers
   
4. Implement appropriate technical and organisational security measures.
   

SeerBit may process data outside Kenya subject to lawful safeguards.

Consumer Protection and Transparency

The Merchant shall:

1. Maintain clear refund and cancellation policies
   
2. Provide accurate product descriptions and pricing
   
3. Maintain accessible customer support
   
4. Avoid misleading or deceptive conduct
   

The Merchant remains solely responsible for its products and services.

Suspension and Termination

SeerBit may suspend or terminate Services immediately where:

1. The Merchant breaches this Agreement
   
2. Regulatory risk arises
   
3. Fraud levels exceed acceptable thresholds
   
4. Required approvals lapse
   
5. The Merchant engages in prohibited activities.
   

Termination does not relieve the Merchant of outstanding liabilities.

Indemnity

The Merchant agrees to indemnify and hold harmless SeerBit, its affiliates, directors, officers, employees, and agents from claims, liabilities, penalties, losses, or expenses arising from:

1. Breach of this Agreement
   
2. Violation of Kenyan law
   
3. Improper use of the Services
   
4. The Merchant engages in prohibited activities.
   

Limitation of Liability

To the fullest extent permitted by Kenyan law, SeerBit shall not be liable for indirect, incidental, or consequential damages. SeerBit’s aggregate liability shall not exceed the fees paid by the Merchant within the preceding three (3) months, unless otherwise required by law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Disputes shall be resolved through negotiation in good faith, failing which they shall be referred to arbitration in Kenya in accordance with applicable arbitration laws.