Merchant Agreement

1. GENERAL

1.1 This end-user agreement may be changed without notice. Such changed agreement will be published on the Centbee / ScanPay Sites, and your continued use of these Sites and Services after any such changes constitutes your acceptance of the new end-user agreement and its terms and conditions.

1.2 This end-user Agreement applies exclusively to your access to, and use of, these Sites Services and does not alter in any way, the terms or conditions of any other agreement you may have with Centbee for products, services or otherwise.

1.3 The headings of the clauses in the conditions is provided for convenience and ease of reference only and will not be used to interpret, modify or amplify the terms of the conditions.

1.4 No failure or delay by Centbee to exercise any of its rights will be construed as a waiver of any such right, whether this is done expressly or implied, nor will it affect the validity of any part of this end-user agreement or prejudice our right to take subsequent action against the User. Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

1.5 Centbee cannot screen or edit all the content available from the Centbee site and does not accept any liability for illegal, defamatory or obscene content. Users are encouraged to inform Centbee of any content that may be offensive or illegal.

2. PRIVACY POLICY

Centbee believes strongly in protecting user privacy. Therefore, we have put together and follow a policy that respects and addresses the User’s needs. Users of this Site should refer to our Privacy Policy for information about how Centbee uses and collects information.

3. COPYRIGHT

4. INTELLECTUAL PROPERTY RIGHTS

All the content, trademarks and data on this web site, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, designs and agreements, are the property of, or are licensed to Centbee and as such are protected from infringement by local and international legislation and treaties.

5. LICENSES AND SITE ACCESS

5.1 Centbee grants you a limited license to make use of these Sites. Such grant does not include, without limitation:

(a) any resale of these Sites or content therein;

(b) the collection and use of any listings or descriptions;

(d) use of any data mining, robots or similar data gathering and extraction methods. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Centbee or any third party.

5.2 You may not use, frame or utilize framing techniques to enclose any Centbee or ScanPay trademark, logo or other proprietary information (including the images found at these Services and Sites, the content of any text or the layout/design of any page or form contained on a page) without Centbee‘s express written consent. Further, you may not use any meta tags or any other “hidden text” utilizing a Centbee or ScanPay name, trademark or product name without Centbee‘s express written consent.

6. MARKETING COLLATERAL

Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

6.1 You are granted a limited, nonexclusive right to create a hyperlink to these Sites provided such link does not portray Centbee or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner. You may not use a Centbee or ScanPay logo or other proprietary graphic or trademark of Centbee to link to these Sites without the express written permission of Centbee. This limited right may be revoked at any time.

6.2 Centbee makes no claim or representation regarding and accepts no responsibility for, the quality, content, nature or reliability of sites accessible by hyperlink from these Sites, or sites linking to these Sites. The linked sites are not under the control of Centbee and Centbee is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. The inclusion of any link does not imply affiliation, endorsement or adoption by Centbee of the site or any information contained therein. When leaving the Centbee or ScanPay site, you should be aware that Centbee‘s terms and policies no longer govern, and therefore you should review the applicable terms and policies, including privacy and data gathering practices, of that site.

7. USER CONDUCT

7.1 In using these Sites, and any of the Services, you agree:

7.1.1 Not to use them in such a way that is in violation of any applicable law or regulation;

7.1.2 Not to disrupt or interfere with the security of, or otherwise abuse, these Sites, or any Services, system resources, accounts, servers or networks connected to or accessible through these Sites or affiliated or linked Web sites;

7.1.3 Not to violate, or attempt to violate the security of Centbee. Violations of system or network security may result in civil or criminal liability. Centbee will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

7.1.4 Not to disrupt or interfere with any other user’s enjoyment of these Sites or affiliated or linked Web sites

7.1.5 Not to upload, post or otherwise transmit through or on these Sites any viruses or other harmful, disruptive or destructive files; Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

7.1.6 Not to transmit through or on these Sites spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;

7.2 In addition, you agree that you are solely responsible for actions and communications are undertaken or transmitted under your account (if applicable) and that you will comply with all applicable local, national and international laws and regulations in this regard.

8. INDEMNIFICATION

You shall remain solely liable for the content of any messages or other information you upload or transmit to Centbee. You agree to indemnify and hold harmless Centbee from any claim, action, demand, loss or damages (including attorneys’ fees) made or incurred by any third party arising out of or relating to your conduct, your violation of this end-user agreement, or your violation of any rights of a third party.

9. SUBMISSIONS

You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of email or submissions to Centbee, or postings on this Site, are non-confidential and shall become the sole property of Centbee. Centbee shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgement or compensation to you. The submission of any materials to Centbee irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity.

10. EMAIL DISCLAIMER

10.1 The information in all e-mail messages (document and attachments) sent by an employee / electronic agent / a legal member of Centbee is confidential and may be legally privileged. The information transmitted is intended only for the person(s) or entity to which it is addressed. If you are not the intended recipient(s), please notify the sender immediately and then delete this email (document and attachments). Do not disclose the contents of this email (document and attachments) to any other person, nor make any copies thereof.

10.2 Internet communications cannot be guaranteed to be secure or error-free. Neither Centbee nor the sender accepts liability for any errors or omissions in the contents of messages which arise as a result of email transmission. If verification is Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07
required, please request a hard copy version. Also, take note that email can possibly contain viruses and that the recipient is responsible for checking and deleting viruses. In no event will Centbee or the sender be liable to anyone for any indirect, special, consequential or direct damages arising from the transmission of email messages, the opening of email messages and their attachments, or any use thereof whatsoever.

10.3 No employee is authorised to conclude a binding agreement on behalf of Centbee by email without the express written confirmation of a director of Centbee. Nothing contained in said email shall be construed as a legally binding agreement or an offer to contract.

11. ACCEPTANCE OF FUNDS

11.1 By registering for ScanPay, you appoint Centbee as your agent to process payments on your behalf in accordance with your instructions, subject to the terms and restrictions of this Agreement. Centbee will at all times hold your funds separate from its corporate funds, will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose.

11.2 You acknowledge that

(i) Centbee is not a bank and the Service you are provided with is a payment processing service rather than a banking service, and

(ii) Centbee is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent.

11.3 Centbee reserves the right to hold funds beyond the normal distribution periods for transactions it deems suspicious or for accounts conducting high transaction volumes to ensure the integrity of the funds.

11.4 Centbee shall not be responsible for payments or withdrawals made to unintended Recipients or for payments made in incorrect amounts due to the input of incorrect information by yourself.

11.5 Centbee shall not be obligated to pay a User for any Payments for which Centbee has not been fully paid by the Sender’s Bitcoin wallet, credit card issuer or bank, as may apply.

11.6 Centbee reserves the right to require Users who receive payments through the Service and operate with high reversal rates or disputes or otherwise present a relatively Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07
high risk of losses to choose between the closure of their Centbee account or entering into an additional agreement addressing such risks, which may include higher fees.

11.7 You understand that BitcoinSV is not legal tender in South Africa, and the South African Reserve Bank does not exercise regulatory supervision of transactions conducted in BitcoinSV.

11.8 The price of BitcoinSV varies from time-to-time due to causes outside of the control of Centbee, and Centbee will make all reasonable endeavours to convert the BitcoinSV used to process the transaction into Rands for your account for any ‘fiat’ withdrawal option in South Africa and other supported countries. Please inspect the Service for supported countries for fiat settlement, otherwise, the settlement will happen in BitcoinSV. You acknowledge that due to causes outside of our control, Centbee may not be able to immediately conclude such transactions. In these cases, Centbee will inform all affected Users. Your account remains credited in BitcoinSV, and you are able to use those BitcoinSV.

12. IMPOSED LIMITS AND DELAYS

12.1 Centbee reserves the right to impose an upper limit on the amount of a single transaction which will be accepted through the Service.

12.2 Centbee reserves the right to impose certain limits with regards to the flow of funds in the system including, but not limited to: funds sent, funds received and funds are withdrawn. Details of what these limits are will be available on the Sites.

12.3 Centbee reserves the right to delay the withdrawal of funds in the system based on when the funds were received by the User. This delay will be noted on the Sites.

12.4 Centbee reserves the right to freeze or suspend any account in the system for an indefinite period if there is suspicion of any illegal activity taking place or for any other reason whatsoever.

13. PROHIBITED TRANSACTIONS

13.1 You agree that you will only use the Service to accept payments for goods or services where payment is due and for which there exists an invoice which can be presented to Centbee upon request.

13.2 You agree that you will not use the Service to accept payment for illegal products or services, including but not limited to materials that infringe the intellectual property rights of third parties. Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

13.3 You agree not to use the Service to sell securities, business opportunities, franchises, multi-level marketing, or for the pre-order of goods.

13.4 You will not use the Service, the Centbee or ScanPay website or any of the services offered therein for any unlawful or fraudulent activity. If Centbee has reason to believe that you may be engaging in or have engaged in fraudulent, money laundering, terrorist financing, bribery, corruption, other unlawful or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Service may be suspended or terminated and you may be reported to the relevant supervisory authorities.

13.5 You will cooperate fully with Centbee to investigate any suspected unlawful, fraudulent, money laundering, terrorist financing, bribery, corruption, or other improper activity.

13.6 You acknowledge that Centbee will provide data to regulatory authorities as requested to enable them to investigate suspicious transactions.

13.7 You agree not to impersonate a Centbee User or a Centbee representative, or to request that a Centbee customer provide you with their password or other information to access their account.

14. PAYOUTS

14.1 In order to withdraw funds (the proceeds of payments due to you) that Centbee is holding in custody for you, you are required to make a payout request on the ScanPay website. The funds will then be transferred electronically to your designated bank account (South African banks only).

14.2 Centbee may enter into a separate agreement with you to automate the Payout of funds from your account on a scheduled basis on terms acceptable to both you and Centbee.

14.3 Each Payout will incur a fee as specified on your Account page. Funds paid out will be nett of the Centbee fees.

14.4 Centbee will not be held responsible for incorrect banking details being provided by the User which may or may not lead to funds held in custody being transferred to the incorrect party. It is the User’s responsibility to ensure the accuracy of the provided banking details. Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

15. DEPOSITS AND BALANCES

15.1 You acknowledge that Centbee does not hold a deposit-taking license (a banking license) and cannot hold funds on your behalf which are not the proceeds of payments due to you from the sale of goods or services which Centbee processed on your behalf.

15.2 You acknowledge that if funds are present in your Centbee account which are not the proceeds of payments due to you from the sale of goods or services, that you will immediately inform Centbee. Centbee will endeavour to return these funds to you after a period of 48 hours after those funds came to be in your account.

15.3 You acknowledge that BitcoinSV is not regulated by the Financial Services Board, and is not regarded as a Financial Market Security as defined in the relevant Acts. You are encouraged to seek advice from a qualified Financial Advisor with regard to holding BitcoinSV, and it is accepted that Centbee is not providing advice in regard to any investment decisions taken by you.

16. SECURITY

16.1 Centbee makes every effort to ensure the security and integrity of your account and we make use of sophisticated systems to accomplish this. You understand, however, that there is a compromise made between the extent of these security systems and the inconvenience to you, the user.

16.2 You understand that security still relies heavily on the use of a username and password and undertake to contact us at once if you believe your username and password have been compromised, or if someone has transferred or may transfer money from your account without your permission.

16.3 Centbee strongly suggests that you use a web browser with 128-bit encryption or better. However, regardless of whether you use a web browser with security features or not, Centbee is unable to guarantee that data transmitted and is secure and/or will not be intercepted by third parties.

16.4 Phishing is a form of fraud where criminals attempt to access your confidential information. This is done by an email request for information, by luring you to a fake website or some other such means. In any case of phishing, Centbee will respond as quickly as possible to alert users to the threat or to mitigate the threat. No guarantee is given as to this action, however, and Centbee will not be held liable for any funds lost as a result of a User falling prey to a phishing attack. It is the responsibility of the User to be Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07
aware of such potential threats, to avoid them and to report them to Centbee upon discovery.

16.5 Centbee reserves the right to implement any security measures deemed appropriate to lower or negate fraudulent transactions, which may result in certain payments a User (as a receiver), or from a User (as a sender), being disallowed.

16.6 Centbee holds the Private Keys of the BitcoinSV addresses used in Centbee payments. This is essential to allow us to process BitcoinSV transactions using these addresses into the BitcoinSV blockchain. Centbee will take all reasonable steps to protect the security of these cryptographic keys, and will not disclose these Private Keys to any User.

17. FEES

You understand that Centbee will charge fees for the use of any of the services it provides. These fees are available on the Sites and may change from time to time. Your acceptance of this agreement indicates your acceptance of these fees and any change to these fees which may occur now or in the future. Such Fees are not refundable should you process a refund to your customer.

18. DISCLAIMER OF WARRANTIES

18.1 YOU UNDERSTAND AND AGREE THAT THESE SITES AND THE INFORMATION, SERVICES, PRODUCTS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THESE SITES IS AT YOUR SOLE RISK.

18.2 TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CENTBEE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION PROVIDED BY CENTBEE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

18.3 YOU EXPRESSLY AGREE THAT USE OF THESE SITES, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THESE SITES, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS OR YOUR COMPUTER Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.

18.4 YOU ACKNOWLEDGE THAT CENTBEE DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THESE SITES, EXCEPT AS OTHERWISE AGREED IN WRITING, CENTBEE AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THESE SITES.

18.5 CENTBEE DOES NOT MAKE ANY WARRANTY THAT THESE SITES OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THESE SITES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. CENTBEE DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THESE SITES OR INFORMATION PROVIDED BY CENTBEE VIA EMAIL OR OTHER MEANS, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. NOR DOES CENTBEE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF CENTBEE OR ITS CONTENT OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THESE SITES.

18.6 CENTBEE ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A USER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWNTIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF CENTBEE, ITS AFFILIATES, ITS LICENSORS OR A USER’S OWN ERRORS AND/OR OMISSIONS.

18.7 CENTBEE DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THESE SITES WILL BE MAINTAINED.18.8 ALL THE INFORMATION APPEARING ON THESE SITES IS PROVIDED WITHOUT A REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, AND CENTBEE DISCLAIMS ANY LIABILITY TO THE USER IN THIS REGARD.

19. LIMITATION OF LIABILITY

19.1 Centbee has taken reasonable steps as far as is possible, to ensure the accuracy and completeness of the content shown on these sites, to ensure that the user doesn’t suffer any loss or damages as a result of the use of this site. Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

19.2 UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL CENTBEE OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING CENTBEE OR RELATED SERVICES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE CENTBEE OR ANY CONTENT PROVIDED BY OR THROUGH THESE SITES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF CENTBEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.3 CENTBEE SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY ACTIONS OR TRANSACTIONS BY AN INDIVIDUAL THAT USES YOUR USER NAME AND PASSWORD WITH YOUR CONSENT OR KNOWLEDGE OR ANY CAUSE OVER WHICH CENTBEE DOES NOT HAVE DIRECT CONTROL, INCLUDING, BUT NOT LIMITED TO, PROBLEMS ATTRIBUTABLE TO COMPUTER HARDWARE OR SOFTWARE (INCLUDING COMPUTER VIRUSES), TELEPHONES (OR OTHER COMMUNICATIONS EQUIPMENT), OR INTERNET SERVICE PROVIDERS.

19.4 CENTBEE SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY PRODUCT, SERVICE OR OTHERWISE, PURCHASED OR USED AS A RESULT OF THE USE OF THESE SITES. IT IS EXPRESSLY UNDERSTOOD THAT THE USER IS AWARE THAT CENTBEE PROVIDES A SERVICE TO BRING BUYER AND SELLER OR SERVICE OFFERER AND SERVICE CONSUMER TOGETHER, AND ACCEPTS NO RESPONSIBILITY FOR THE QUALITY, RELIABILITY, SAFETY, FUNCTION, SUITABILITY OR OTHERWISE, OF A PRODUCT PURCHASED, SERVICE USED, OR OTHERWISE, AS A RESULT OF THE USE OF THESE SITES.

19.5 Centbee shall not be liable for any fraud, deception or misrepresentations by Users of the Service in any capacity whatsoever.

19.6 In no event shall Centbee be liable for any act or omission of any third party (such as, for example, any provider of telecommunications services, internet access or computer equipment or software) or for any circumstances beyond our control (such as, for example, a fire, flood, or other natural disasters, war, riot, strike, the act of civil or military authority, equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services). Confidential and Proprietary to Centbee (Pty) Ltd registration number 2017/014560/07

19.7 Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, in such jurisdictions, liability is limited to the fullest extent permitted by law.

20. USER’S LIABILITY TO CENTBEE

In the event that Centbee takes action against you for breach of these terms of use, you agree to reimburse Centbee for all legal costs, including tracing fees and collection commission, on a scale as between attorney and own client.

21. APPLICABLE LAW

The terms and conditions pertaining to any products or services appearing on this site or pages shall be governed and interpreted in accordance with the laws of the Republic of South Africa. Use of the service offered on this site or pages will constitute the users’ consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications or the like instituted by either party against the other, arising from any of the terms and conditions pertaining to this site or such products or services.

22. TERMINATION

Not withstanding any of these terms and conditions, Centbee reserves the right, without notice and in its sole discretion, to terminate your license to use these Sites and to block or prevent future access to and use of these Sites.

23. SEVERABILITY

If any provision of this end-user agreement is held to be invalid, void or for any reason unenforceable, then that provision shall be deemed severable from this end-user agreement and shall not affect the validity and enforceability of any remaining provisions.

24. DOMICILIUM

Centbee chooses as its domicilium citandi et executandi for all purposes under this agreement, whether in respect of court process, notice, or other documents or communication of whatsoever nature: 3rd floor, 2 Merchant Place, Fredman Drive, Sandton, Johannesburg, South Africa.

25. TERMS