TERMS OF USE POLICY

1. Introduction

The Trade Terms of Service outlined here (the “Trade Terms”) govern your use of the products, services, platforms, websites, or any other features provided by Afrex Technologies Limited, registered under the company number #PVT-RXUJA5Z at Sharp Center Wambui Rd. next to Golf View, Muthaiga, 00618, Nairobi, Kenya doing business as (“Afrex”), or as part of the Afrex brand, accessible through Afrex’s website(s) (including mobile services), API, or any other available means (referred to collectively as the “Services”).

Afrex Technologies Limited operates as a Software technology service limited liability company focused on emerging technologies, is incorporated in Nairobi Kenya and is currently pending authorization by the Central Bank of Kenya and is yet to be regulated by the Capital Markets Authority. Afrex is committed to upholding legal and regulatory standards and only transact with foreign currencies through its licenced bank & payment providing partners both local and international.

2. The Service Provider and You

In referring to users of Afrex Services, the terms “you” and “yours” are employed, addressing individuals such as buyers, traders, users, persons agreeing to the Trade Terms on behalf of such or those representing such entities. Before establishing an account to access Afrex’s Services or engaging with Afrex in any associated manner, it is imperative to carefully read and acknowledge your acceptance of the Trade Terms of Service.

3. Our Service

Afrex retains the right to make modifications to these Trade Terms of Service at its discretion. The latest version, and consequently the active Trade Terms, are perpetually accessible on afrex.com/legal. While significant changes to the Trade Terms prompt notification via email, it remains your responsibility to review the Trade Terms whenever utilizing our Services and to confirm your agreement with its contents.

These Trade Terms of Services delineate the shared rights, obligations, and responsibilities between users and Afrex concerning the provision of Services. This includes aspects related to termination, extension, and amendment of the Trade Terms, as well as the contractual relationship between the involved parties. In instances where the client finds specific clauses of the Trade Terms unclear or disagrees with them, acceptance of the Trade Terms should be withheld. Acknowledging and accepting these Trade Terms signifies that the client commits to understanding and complying with all stipulations outlined in the agreement.

4. Eligibility

By using the Services, you represent that:

1. You have attained the age of 18 years;
2. You are of sound mind and have the capacity to enter into a legally binding contract;
3. All personal information that you provide about yourself is accurate and true to the best of your knowledge, and you have the responsibility to maintain the accuracy of the information at all times;
4. You have carefully considered the risks involved with using the Services and;
5. Your use of the Services does not violate any applicable law or regulation.‍

1. Afrex Trade Services

Afrex Trade Services provides individuals and businesses with currency exchange services that allow users to place trades for buying and selling virtual currencies.

Afrex Trade Services are available globally with restrictions in some areas due to regulatory and banking restrictions, or sanctions. Please find out more information on which residents can buy and sell virtual currencies here: hyperlink: afrex supported countries & currencies.

Kenya Afrex transactions:

Afrex is currently pending authorization by the Central Bank of Kenya and is yet to be regulated by the Capital Markets Authority. We are committed to upholding legal and regulatory standards and apologize for any inconvenience this may cause The Kenyan regulatory authority deems digital assets as not legal tender and any users transacting on our platform shall transact at their own risk. If you have any questions or concerns regarding these restrictions, please do not hesitate to reach out to our customer support team.

2. Creating An Afrex Trade Account

To utilize Afrex Trade Services, the initial step is to create an account and submit KYC documentation. It’s important to note that only one account is permitted per person or business.

Accounts can be established for both personal and business purposes. However, it is crucial that the Afrex account owner matches the owner of the associated bank account, bank cards, mobile money contact or wallets linked within the account when performing transactions.

If the owner of the payment method e.g. bank account (the source of funds or from where the money originates) differs from the user name on the trade account, Afrex cannot proceed with the trade and will initiate a refund to return the funds to the original account. Afrex reserves the right to impose an administration fee for such refunds.

The same policy applies to reverse transactions, where the owner of the incoming funds does not align with the name on the outgoing linked payment method e.g. bank account. Afrex retains the right to apply an administration fee for such reverse transactions.

The Afrex Trade Account is strictly personal and cannot be utilized to trade on behalf of another individual or entity. Any attempt to use the account or transfer funds from an account not belonging to the account creator is strictly prohibited. Such actions will result in the cancellation of the trade and may lead to the restriction of the user’s access to Afrex Trade Services.

3. Creating an Afrex Corporate Trade Account

If you intend to engage in trading using your corporate bank account, it is necessary to establish an AFREX Corporate Trade account for your company. To facilitate the approval of your corporate trade account, you commit to providing the following documents to AFREX’s compliance department:

• Corporate registration document
• Documentation confirming beneficial ownership (shareholder registry)
• Government-issued ID of shareholders holding 25% or more of company shares
• Recent utility bill (not exceeding 3 months) displaying the company’s address
• Business license (if applicable)
• Bank statement for the company’s bank account
• Source of Funds for Companies and KYB Form

In the event that a merchant is classified as high risk, AFREX reserves the right to request identification information for shareholders owning 10% or more.

Please be aware that the bank account utilized for executing bank trades within the created Corporate Trade account must be under the name of the company approved by our Compliance department.

If a trade is initiated but the necessary documents requested by AFREX cannot be provided by the company, AFREX will be unable to process the trade and will subsequently issue a refund to return the funds to the original account. AFREX reserves the right to levy an administration fee for this refund.

The AFREX Corporate Trade Account is intended strictly for personal use and may not be utilized to trade on behalf of another individual or entity. Any attempt to use the account or transfer funds from an account belonging to any other individual or entity apart from the account creator is explicitly prohibited. Such actions will result in the cancellation of the trade and may potentially lead to the user’s access to AFREX Trade Services being restricted.

4. Afrex Trade Limits

AFREX supports individual transactions up to €500,000 (or equivalent in other currencies) depending on the payment method and individual risk assessment of the trader. Typically, trading limits start at $10,000 per purchase with a card and $50,000 daily via bank transfer, with the possibility to increase trade limits based on trading activity and/or provision of Proof of Source of Funds as per AFREX’s AML requirements.

Throughout your trading process, we will always be transparent and keep you informed of the trade limits available to you, as well as the options to increase your trade levels if required.

Afrex OTC services is available for users with large trading volumes and these users may trade $100,000 plus more per transaction and enjoy many other benefits but must also provide Enhanced Due Diligence. Please contact us to discuss onboarding prositures of Afrex OTC services.

Please note that AFREX monitors the trading activities of all users. This includes requesting Proof of Source of Funds (PoSoF) and Enhanced Proof of Source of Funds (EPoSoF) from the users who reach a certain limit of total aggregated volume.

Additionally, AFREX reserves the right to request further documentation if deemed necessary.

5. Payments

Payment can be made through payment methods, such as bank transfers with Visa and MasterCard (virtual, prepaid, debit, and credit cards) & Mobile money or E-wallets.

It is forbidden to use another person’s bank card.

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for it.

6. Your Use Of Afrex Partners Services

At AFREX, our commitment to providing you access to the digital asset exchange world extends to accommodating the utilization of third-party services. It’s important to understand how these services interact with your experience on our innovative platform. Therefore, we present the following terms and conditions:

1. Afrex Partners

When accessing AFREX through an AFREX Partner, you acknowledge and assume any associated risks involved with that specific AFREX Partner. We hold no responsibility for your interactions with any AFREX Partner, and the integration of AFREX with an AFREX Partner does not imply an endorsement or recommendation of said AFREX Partner. All AFREX Partners are required to provide a support or dispute framework related to their service for prompt issue resolution. Should any disputes arise with an AFREX Partner, resolution should be sought directly with them.

2. Introduction to Third-Party Services

When accessing the AFREX website or utilizing our Acceptance Services, you may encounter offers for supplementary services, products, or promotions presented by third-party providers. Your engagement with these third-party services is a voluntary choice, and you bear the responsibility for assessing, comprehending, and adhering to the respective terms and conditions attached to them.

Neither we nor our affiliates, AFREX partners, service providers, or our or their respective officers, directors, agents, joint venturers, employees, or representatives will be accountable for any lost profits or other consequential, special, indirect, or incidental damages arising from these terms or the service. Even if we have been informed of such potential damages, our combined liability, along with that of our affiliates, AFREX partners, and service providers, to you or any third parties in any situation, is limited to the greater of (a) the actual fees paid to us by you in the preceding three (3) months or (b) US$100 dollars. Certain laws may not allow the restriction or exclusion of liability for incidental or consequential damages, hence this limitation or exclusion might not apply to you. In such cases, our liability will be restricted to the fullest extent permitted.

7. Methods Of Settlement

Payment by Bank Transfer

When you pay by bank transfer, you accept that the virtual currencies will be traded at the current available exchange rate at the time AFREX processes your trade, which might differ from the rate displayed when you confirm your trade on www.afrex.app.

Please note that the rate displayed at the time you confirm your trade is an indicative rate. Also, AFREX works with several domestic and international banks, and transfer fees will vary depending on which country and bank you send your funds from.

Payment by Moblie money

When you pay by mobile money, you accept that the virtual currencies will be traded at the current available exchange rate at the time AFREX processes your trade, which might differ from the rate displayed when you confirm your trade on www.afrex.app.

7.1. Supported Countries

If you are located in any of the following countries, your transactions and payment methods will be supported and .approved:

Please note that this list can and does change over time. If your region is currently not supported, it may become supported in the future:

Africa

• Kenya
• Tanzania
• Uganda
• Rwanda
• South Africa
• Nigeria

EEU Countries

• Austria
• Belgium
• Bulgaria
• Croatia
• Cyprus
• Czech Republic
• Denmark
• Estonia
• Finland
• France
• Germany
• Greece
• Hungary
• Iceland
• Ireland
• Italy
• Latvia
• Lichtenstein
• Lithuania
• Luxembourg
• Malta
• Netherlands
• Norway
• Poland
• Portugal
• Romania
• Slovakia
• Slovenia
• Spain
• Sweden
• Switzerland
• United Kingdom

Canada

United states

• American Samoa
• Arkansas
• Arizona
• California
• Colorado
• Delaware
• District of Columbia
• Guam
• Illinois
• Indiana
• Iowa
• Kansas
• Kentucky
• Maine
• Maryland
• Massachusetts
• Minnesota
• Mississippi
• Missouri
• Montana
• Nebraska
• Nevada
• New Jersey
• New Hampshire
• North Dakota
• Northern Mariana Islands
• Ohio
• Oklahoma
• Oregon
• Pennsylvania
• Puerto Rico
• South Carolina
• Texas
• U.S. Virgin Islands
• Utah
• West Virginia
• Virginia
• Wisconsin
• Wyoming

8. Delivery

The virtual currencies are delivered to your virtual currency wallet by using the information provided by you. You are responsible for providing us with the correct information about your virtual currency wallet. If you pay by credit/debit card, the virtual currencies will be delivered as soon as possible depending on the network. If you pay by bank transfer, the virtual currencies will be delivered within 1-2 business days once AFREX has processed your trade unless unforeseen circumstances lead to any delays.

9. Deleting & Deactivation of Afrex Trader Account

You as an AFREX user have the right to choose to terminate your account upon request. Please note that AFREX cannot delete your account upon request instantly but rather disable it for a period of 5 years until it can be deleted.

This is for accounting purposes and in accordance with the Kenyan Accounting Act. Likewise, AFREX accounts that are inactive for the past 5 years will be automatically disabled and deleted. Furthermore, AFREX is required to keep any information related to KYC documentation and completed transactions in accordance with the Kenyan Anti-Money Laundering Act for a period of 5 years.

AFREX reserves the right to unilaterally block, suspend, and/or terminate your use of Services, either temporarily or permanently, in whole or in part, in the following events:

– If we suspect that you have failed to comply with these Trade Terms
– You pose an unacceptable fraud & compliance risk to us, or if you provide any false, incomplete, inaccurate or misleading information
– At any time and for any reason in accordance with our corporate policy or risk appetite.

10. Abuse Of Afrex Account

You are responsible for maintaining the secrecy of your account information, including username and password. In the event of misuse or suspected misuse of your account, you must immediately notify AFREX. AFREX can, on suspicion of abuse, block your account.

Please be aware that only the account holder is allowed to use the account, and it is not allowed to let anybody else trade for you on your account.

You assume all liabilities arising from unauthorized access to your account.

AFREX recommends that you maintain a high standard of safety by adhering to at least the following:

• Enable two-factor authentication where applicable;
• Change your password regularly, at least once a month;
• Never share your username and password with anyone;
• Make sure that your password is too complex to guess (contains at least 8 figures, uppercase and lowercase letters, and numbers);
• Always log out when you are finished using AFREX.

11. Service And Execution Of Instructions

AFREX reserves the right to temporarily amend the Trade Terms and/or suspend and/or seize trading for the user from using its services – in its sole discretion – if AFREX has (i) reasonable grounds to do so, e.g. suspicion of fraud, illegal activities, safety issues and similar, or (ii) considers markets to be subject to unusual hyper volatility, or (iii) considers the price movements in the currencies that AFREX trades suspicious.

AFREX reserves the right to restrict or cease the provision of the AFREX Trade Service to comply with applicable law or regulation, contractual provisions, business or trade practices, internal rules and policies and to ensure the performance according to the standards of due care.

12. No Cancellation Right

When you complete a purchase, you accept that you have no cancellation right in relation to the purchase.

13. Sale of Goods Act

The Kenyan Sale of Goods Act (31) applies to the products you have purchased from AFREX.

14. Operations

Trades are processed by AFREX in a reasonable time; however, delays can occur for various reasons.

Additionally, while we aim for 100% server up-time, we realize this is not always possible. We are constantly working on improvements and performing upgrades, which may occasionally result in server outages.

AFREX reserves the right to perform maintenance or changes to the AFREX Trade Services at any time we see fit. This may result in periods during which the services may be temporarily unavailable. AFREX will, to the extent that it is possible, announce such interruptions in advance. However, it is not required to do so and is not responsible for any damages or losses resulting from server outages, communication networks, or blockchain systems.

15. Risk

You acknowledge and accept the risks inherent in using AFREX Trade Services. Investing in virtual currencies contains various risks, and you are aware that the investment may result in a total loss. Please read our Virtual Currency Risk Warning carefully before using our services.

When sending virtual currencies to blockchain addresses of AFREX, you shall only use those blockchain addresses that AFREX has communicated to you for this purpose. If you transfer virtual currency to an address not communicated by AFREX, there is a risk that the virtual currencies cannot be traced back to you. In this case, the risk of loss of the virtual currency is borne by you, and there is no claim allocation of the virtual currency

16. Privacy and Personal Data

AFREX is the data controller in partnership with its digital asset provider when handling virtual currency transactions, and we make certain that we take the appropriate measures to ensure compliance with applicable data protection laws and regulations. The policy applied to processing data is set out in the Privacy Policy.

AFREX may be obliged to disclose user data to third parties or group companies. This includes all information provided in the Source of Funds, Proof of Source of Funds, and Enhanced Proof of Source of Funds, including but not limited to, name, address, and account number or IBAN to the banks involved, the operators of payment and communications systems. By using the AFREX Trade Services, the user authorizes AFREX to disclose the necessary data as well as any associated data to third parties and group companies.

17. Copyright

Afrex owns intellectual rights and branded elements (including logos, portraits, and visual identity elements) and content (including blog posts, articles, images, videos, tips, and advice) on Afrex platforms (website, mobile applications, Newsroom, Help Centre, social media, and other domains) unless stated otherwise.

You acknowledge that material and content on the Afrex website and related domains are provided for personal, lawful, non-commercial use only. Any other use of content from Afrex platforms is strictly prohibited, and you agree not to infringe on our intellectual property rights.

18. Miscellaneous Taxes

You are responsible for determining and addressing any taxes associated with your use of Afrex’s software and services (“Taxes”). This includes collecting, withholding, reporting, and remitting correct Taxes to the relevant tax authority. Afrex is not obligated to determine whether Taxes apply or handle tax-related matters arising from any transaction.

19. Entire Agreement

These Trade Terms constitute the complete understanding and agreement between you and Afrex. It supersedes all prior agreements, representations, warranties, and understandings (whether oral or written). These Trade Terms shall be construed according to their fair meaning and not strictly for or against either you or Afrex.

20. Severability

If any provision or part of these Trade Terms is determined invalid or unenforceable under applicable law, that provision will be ineffective to the extent of such invalidity only, without affecting the remaining parts or provisions.

21. Assignment

You agree not to assign, delegate, transfer, or sell any rights, duties, or obligations under these Trade Terms. Afrex may assign these Trade Terms, or any rights or obligations, in whole or in part, without prior written consent from you.

22. Waiver

Our failure to take action regarding a breach by you or others does not forfeit our right to act concerning subsequent or similar breaches. Nothing in these Terms should be interpreted as a waiver of any rights that cannot be waived under applicable consumer protection laws or regulations.

Force Majeure. AFREX shall not be held liable for delays, performance failures, or Service interruptions resulting directly or indirectly from any circumstance beyond our reasonable control. This includes, but is not limited to, significant market fluctuations, acts of God, civil or military authorities, terrorism, civil disturbance, war, strikes or labor disputes, fires, disruptions in telecommunications or internet services, equipment or software failures, or any other catastrophic events.

Afrex’s failure, delay, or omission to give notice of default or enforce strict performance of any provision will not be construed as a waiver of its right to assert or rely upon such provision. No waiver or breach of any provision will be deemed a waiver of any other provision, and no waiver will be valid unless in writing and executed by Afrex.

23. Governing Law And Venue

The terms of trade and resolution of disputes arising from this Agreement will follow the laws of the Republic of Kenya. Both parties agree that the courts of the Republic of Kenya will have sole authority to settle any disagreements related to these terms.

These Terms will adhere to the laws of specific jurisdictions based on your residency:

For KE residents: Laws of the Republic Of Kenya & East Africa
For US residents: Laws of the United States – applicable in 42 states
For UK residents: Laws of England
For residents of the EEA: Laws of Lithuania
For all other residents: Laws of the Bahamas

Except as governed by the Arbitration Provision, any legal action concerning these Terms will exclusively take place in the courts of the relevant jurisdiction corresponding to the applicable governing law mentioned above. By accepting these terms, you agree to the personal jurisdiction and venue of these courts.

If any provision within these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, it will be adjusted to fulfill the intended purpose to the maximum extent permitted. Such a finding will not affect the validity of other provisions within these Terms.

Complaints

For any complaints, contact legal@afrex.app

24. Eligibility

By accepting these Trade Terms, you acknowledge that you:

• Are of legal age to agree to these Trade Terms.
• Have not been suspended or removed from using our services.
• Do not intend to use our services with any criminal or fraudulent intent.

If approved by the Compliance department, you can use Afrex Trade services on behalf of a legal entity, provided the entity is duly organized and authorized. You are deemed to have read, understood, and accepted the Trade Terms and our Virtual Currency Risk Warning when using Afrex Trade Services.

2. Creating An Afrex Trade Account

To utilize Afrex Trade Services, the initial step is to create an account and submit KYC documentation. It’s important to note that only one account is permitted per person or business.

Accounts can be established for both personal and business purposes. However, it is crucial that the Afrex account owner matches the owner of the associated bank account, bank cards, mobile money contact or wallets linked within the account when performing transactions.

If the owner of the payment method e.g. bank account (the source of funds or from where the money originates) differs from the user name on the trade account, Afrex cannot proceed with the trade and will initiate a refund to return the funds to the original account. Afrex reserves the right to impose an administration fee for such refunds.

The same policy applies to reverse transactions, where the owner of the incoming funds does not align with the name on the outgoing linked payment method e.g. bank account. Afrex retains the right to apply an administration fee for such reverse transactions.

The Afrex Trade Account is strictly personal and cannot be utilized to trade on behalf of another individual or entity. Any attempt to use the account or transfer funds from an account not belonging to the account creator is strictly prohibited. Such actions will result in the cancellation of the trade and may lead to the restriction of the user’s access to Afrex Trade Services.

25. Disclaimer And Liability

Afrex upholds rigorous standards of data security and precision. However, Afrex cannot be held accountable for any losses resulting from malfunctions, errors, security breaches, or other unforeseen circumstances.

Afrex disclaims responsibility and liability for any losses incurred while using our Services and/or solutions, encompassing but not limited to losses, damages, or claims arising from:

• User errors, such as forgotten passwords, incorrectly constructed transactions, mistyped virtual currency addresses, or similar issues.
• Server failure or data loss.
• Corrupted wallet files.
• Unauthorized access to applications.

Any unauthorized third-party activities, including the use of viruses, phishing, or other attack methods against the Afrex website or Afrex services or solutions.

Upon creating your Afrex account, you bear responsibility for the conducted activities. It is also your sole responsibility to safeguard your password and monitor any associated activity. Please notify us promptly of any suspected security breaches, whether caused by you or others. Afrex cannot be held responsible or liable for losses or damages related to account settings or security breaches caused by you.

Afrex shall not be held liable for your or other users’ content. If you encounter content that is incorrect, offensive, or violates the Trade Terms, report it to Afrex (legal@afrex.app) immediately. Afrex retains the right to delete content when deemed necessary.

In no event shall Afrex be liable for indirect losses and/or an amount exceeding what you have paid to Afrex.

We explicitly declare that AFREX assumes no liability for third-party services, and we are not accountable for the performance, quality, or outcomes of these services or their providers. Your interaction with third-party services occurs at your own risk, and any concerns or issues arising from such interactions should be directed to the respective third-party service providers.

Incorporating third-party services into your experience on our platform is a testament to our commitment to expanding your opportunities within the digital asset realm. We aspire to bridge the divide between the digital economy and the conventional financial infrastructure, providing you with a comprehensive and enriched environment for your digital asset exchange endeavors.

• Limitation Of Liability

Neither we nor our affiliates, AFREX partners, service providers, or our or their respective officers, directors, agents, joint venturers, employees, or representatives will be accountable for any lost profits or other consequential, special, indirect, or incidental damages arising from these terms or the service. Even if we have been informed of such potential damages, our combined liability, along with that of our affiliates, AFREX partners, and service providers, to you or any third parties in any situation, is limited to the greater of (a) the actual fees paid to us by you in the preceding three (3) months or (b) US$100 dollars. Certain laws may not allow the restriction or exclusion of liability for incidental or consequential damages, hence this limitation or exclusion might not apply to you. In such cases, our liability will be restricted to the fullest extent permitted.

• Disclaimer

We aim to maintain the service bug-free, secure, and up-to-date; however, your use of the service is at your sole risk. The service is provided on an “as is” basis without any representation or warranty of any kind, whether express, implied, or statutory. We explicitly disclaim all implied warranties of title, merchantability, fitness for a specific purpose, and non-infringement. We make no representations or warranties about continuous, uninterrupted, timely, error-free, or secure access to any part of the service or its materials. The platform’s operation might be affected by numerous factors beyond our control. We do not warrant the real or perceived value of any digital asset denominated in any quoted currency. Although we might offer historical and/or real-time data about digital asset prices, we do not guarantee the quality, suitability, truth, usefulness, accuracy, or completeness of such data. You should not rely on such data for any reason. You understand and agree that the value of digital assets can be volatile, and we bear no responsibility or liability for any losses incurred through holding or trading digital assets, even if the service experiences delays, suspensions, or interruptions for any reason.

We are not liable for the actions, content, information, or data of third parties, including AFREX partners. By using our service, you release us, our affiliates, and our respective directors, officers, employees, representatives, agents, and service providers from any claims and damages, known and unknown, arising from or connected with any claim based on the actions, content, information, or data of third parties.

If you are a California resident, you waive California Civil Code §1542, which states: a general release does not extend to claims that the creditor is unaware of or does not suspect to exist in their favor at the time of executing the release, which, if known, might have materially affected their settlement with the debtor.

26. Dispute Resolution

Should you have any inquiries, concerns, or complaints regarding the Service, please contact us by opening a ticket with our customer support team. Ensure to include your name, the email address linked to the Service, and a description of the issue. Upon contact, you will receive a ticket number for confirmation. To expedite query resolution, please provide the ticket number and refrain from opening multiple tickets concerning the same issue. We are not responsible for the actions, content, information, or data of third parties, including AFREX partners, and you release us, our affiliates, and our respective directors, officers, employees, representatives, agents, and service providers from any claims and damages, known and unknown, arising from or connected with any claim based on the actions, content, information, or data of third parties.

27. Legal Process

You agree and understand that we may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which we reasonably and in good faith believe to be valid. We may, but are not required to, notify you of such process by electronic communication. We may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that we reasonably believe in good faith to be valid. You further agree that we may honor any legal process, regardless of the method or location of service.

Introduction

Welcome to AFREX, your gateway to the digital asset exchange world. We are pleased to present these Merchant Terms of Use, often referred to as the “Terms,” which serve as the foundation governing your utilization of our range of products, services, and all associated features that encompass merchant payment acceptance services, known as “Acceptance Services.”

1. The Service Provider and You

AFREX, denoted as “we,” “our,” or “us,” is your trusted provider of the aforementioned services. As a merchant, represented as “Merchant,” “you,” or “your,” your affirmative acknowledgement and agreement to these Terms are essential for engaging with and utilizing the Acceptance Services. Your choice to access and make use of our services signifies your unequivocal acceptance of these Terms, as well as your unwavering commitment to uphold and comply with all the provisions contained herein. This includes, but is not limited to, the enlightening Section 18.7, which delineates matters pertaining to Governing Law, Arbitration, and the Waiver of Class Action.

We extend our gratitude to you for selecting AFREX as your digital asset exchange partner. We eagerly anticipate setting out on this exhilarating journey together.

2. Our Service

Overview

Our platform is designed to provide you with innovative and convenient services, enabling you to swiftly buy and sell digital assets. We strive to offer you unlimited opportunities in the dynamic realm of digital assets while bridging the gap between the digital economy and the traditional financial infrastructure.

Digital Asset Exchange

AFREX serves as a facilitator for the exchange of digital assets. Our services empower you to seamlessly trade a wide range of digital assets, allowing you to harness the potential of this evolving financial landscape.

Payment Acceptance Services.

We enable businesses that sell products or services, as well as registered charitable organizations that accept donations, to accept digital assets as payment.

Your Agent and Compliance

By utilizing our Acceptance Services, you authorize AFREX to act as your agent, taking any necessary actions to provide these services and ensuring compliance with relevant laws and regulations. Payments made by users to AFREX on your behalf are considered the same as payments made directly to you, reducing their outstanding obligations accordingly.

Understanding Our Role

AFREX acts as a payment processor, facilitating the use of digital assets for transactions involving your goods or services. We do not engage in cryptocurrency trading, and our primary focus is to enable a seamless exchange between digital assets and your preferred local currency.

Secure and Efficient Transactions

Our platform is designed to provide secure, efficient, and reliable services. We work diligently to ensure that your digital asset transactions are processed with the utmost care and attention to detail.

Continuous Improvement

AFREX is committed to evolving and improving our services to better serve your needs. We value your partnership and feedback as we continue to enhance your experience in the digital asset economy.

Finality of Payments

Payments processed through AFREX are considered final and binding, providing you and your customers with a secure and efficient means of transacting in the digital asset world.

4. Contracting Entity

AFREX is dedicated to providing you with exceptional services. Depending on your location and settlement preferences, your contractual relationship and entity are defined as follows:

4.1.1. Main Contracting Entity

Unless you are situated in one of the countries listed in the subsequent sections, your contractual relationship, as governed by these Terms, is established with AFREX TECHNOLOGIES LIMITED, a corporation registered in Nairobi Kenya, under the laws of the Republic Of Kenya. Our principal offices are located at Sharp Center Wambui Rd. next to Golf View, Muthaiga, 00618, Nairobi, Kenya

4.1.2. Specific Country Contracting Entities

If you are located in any of the following countries, your contractual relationship pursuant to these Terms will be as follows:

Africa

• Kenya
• Tanzania
• Uganda
• Rwanda
• South Africa
• Nigeria

EEU Contries

• Austria
• Belgium
• Bulgaria
• Croatia
• Cyprus
• Czech Republic
• Denmark
• Estonia
• Finland
• France
• Germany
• Greece
• Hungary
• Iceland
• Ireland
• Italy
• Latvia
• Lichtenstein
• Lithuania
• Luxembourg
• Malta
• Netherlands
• Norway
• Poland
• Portugal
• Romania
• Slovakia
• Slovenia
• Spain
• Sweden
• Switzerland
• United Kingdom

Canada

United states

• American Samoa
• Arkansas
• Arizona
• California
• Colorado
• Delaware
• District of Columbia
• Guam
• Illinois
• Indiana
• Iowa
• Kansas
• Kentucky
• Maine
• Maryland
• Massachusetts
• Minnesota
• Mississippi
• Missouri
• Montana
• Nebraska
• Nevada
• New Jersey
• New Hampshire
• North Dakota
• Northern Mariana Islands
• Ohio
• Oklahoma
• Oregon
• Pennsylvania
• Puerto Rico
• South Carolina
• Texas
• U.S. Virgin Islands
• Utah
• West Virginia
• Virginia
• Wisconsin
• Wyoming

Your contractual relationship pursuant to these Terms is with AFREX TECHNOLOGIES LIMITED, a corporation registered in Nairobi Kenya, under the laws of the Republic Of Kenya. Our principal offices are located at Sharp Center Wambui Rd. next to Golf View, Muthaiga, 00618, Nairobi, Kenya, registration number #PVT-RXUJA5Z.

4.1.3. Settlement Preferences

In the event that you are receiving settlement in any of the following currencies: Kenya Shillings (KES – KSh), US Dollars (USD), Australian Dollars (AUD), Canadian Dollars (CAD), Great British Pounds (GBP), Eurozone Euros (EUR), Mexican Pesos (MXN), New Zealand Dollars (NZD), South African Rand (ZAR), or Swiss Francs (CHF), your contractual relationship pursuant to these Terms may be with AFREX TECHNOLOGIES LIMITED, depending on the settlement preferences of AFREX and you. Our goal is to ensure a seamless and efficient partnership tailored to your specific requirements.

4.1.4. Regulatory Compliance

AFREX is committed to strict adherence to all applicable laws and regulations in the jurisdictions in which we operate. We prioritize your security, compliance, and the seamless operation of our services. We strive to maintain the highest standards of regulatory compliance, ensuring a safe and transparent environment for all our users.

4.1.5. Main Contracting Entity Compliance

If your contractual relationship is with AFREX TECHNOLOGIES LIMITED, you can be assured that we maintain strict compliance with the Kenyan Central bank (CBK) & Capital Markets Authority (CMA) laws and regulations. This includes adherence to the (list of laws and regulations)

4.1.6. Specific Country Contracting Entity Compliance

For users with a contractual relationship under AFREX TECHNOLOGIES LIMITED, rest assured that we diligently adhere to all applicable the Republic Of Kenya laws and regulations. This includes compliance with the Kenyan Central bank (CBK) & Capital Markets Authority (CMA).

4.1.7. International Compliance

Our dedication to regulatory compliance extends beyond our home jurisdictions. AFREX takes measures to comply with international standards and regulations to ensure a secure and transparent environment for our users worldwide.

5. Representations And Warranties.

At AFREX, we are committed to providing you with a secure and reliable platform for the buying and selling of digital assets. In alignment with this commitment, we require that you make the following representations and warranties:

Legal Capacity and Authority.

You represent and warrant that:

5.1.1. The individual accepting these terms on behalf of the Merchant is of the age of majority, and possesses all the necessary power, capacity, and authority to legally bind the Merchant to these Terms.

5.1.2. You, as the Merchant, have all the required right, power, authority, and ability to enter into and fulfill your obligations under these Terms, including your utilization of the§

5.1.3. Your business entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which your business operations necessitate such qualification.

Legal Compliance

5.1.4. Your use of the Acceptance Services shall not contravene any applicable international, federal, state, or local laws or regulations, including tax laws and regulations.

5.1.5. You ensure that your use of the Acceptance Services will at all times comply with all relevant anti-money laundering/anti-terrorist funding compliance laws and regulations and all other sanctions programs applicable based on the jurisdictions in which your business operates and serves your customers.

Compliance With Terms

5.1.6. Your use of the Acceptance Services will not violate these Terms or any other applicable terms of use.

Truthfulness And Completeness Of Information

5.1.7. All information provided to us, and any information that you may provide in the future, must be true and complete. You are responsible for timely updates and corrections to maintain the accuracy and completeness of the information provided.

6. Your Merchant Account (“Account”)

At AFREX, we are dedicated to ensuring the security, compliance, and effective operation of your Account within our platform. To achieve this, we have established the following terms and conditions for your Merchant Account:

Account Opening and Registration

6.1.1. Information Gathering: AFREX, as a regulated financial services business, is obligated to adhere to anti-money laundering and anti-terrorist funding laws and regulations. Therefore, when setting up your Merchant Account, you will be required to provide vital business-related information. This encompasses, but is not limited to, your business name, mailing address, physical address, phone number, email address, details regarding the ultimate beneficial owner(s) or individuals with substantial control over the business, legal name, fictitious name, company website, and bank account particulars for transaction settlements. Additional information and documents may also be requested to verify identity and assess risk.

6.1.2. Information Accuracy: The details furnished during Account registration must be precise and comprehensive. It is your responsibility to promptly inform us of any alterations to this information within ten (10) business days. We retain the right to decline your Account registration, close your Account, or limit the provision of Acceptance Services if accurate, thorough, and satisfactory information is not provided.

Transaction Processing Limits

6.1.3. Limitations: AFREX enforces daily and annual transaction processing volume restrictions per Account.

6.1.4. Enhancement Procedure: Should you desire to elevate your limits, you can apply for an upgrade via your Account dashboard. This may necessitate supplementary documentation for qualification. Requests for limit upgrades will be sanctioned only after the examination of requisite documentation and verification of information accuracy and authenticity.

Shopper Verification

6.1.5. AFREX ID: Depending on the transaction amount and our adherence to anti-money laundering and anti-terrorist funding compliance requirements, your Shoppers might need to undergo a verification process during payment, recognized as creating an “AFREX ID.”

Prohibited Use And Business

6.1.6. Prohibited Activities: You commit not to partake in Prohibited Uses, encompassing but not limited to unlawful conduct, abusive actions, fraudulent behavior, infringement of intellectual property, and more. This list is not exhaustive, and we maintain the right to amend it at our discretion.

6.1.7. Prohibited Business: Certain business categories, practices, and items for sale are proscribed from utilizing Acceptance Services. This list is also non-exhaustive and subject to modification. We have the sole authority to determine whether an activity falls within Prohibited Business.

Restricted Business

6.1.8. Authorization Requirement: If you engage in Restricted Businesses, you will only be allowed to transact as explicitly authorized by us. This may involve additional conditions, representations, warranties, enhanced onboarding procedures, and operational limitations.

Safeguarding Your Password

6.1.9. Password Protection: It is your duty to maintain the confidentiality of your password and Account access credentials. Promptly inform us if you become aware of unauthorized use of your password or Account.

Records

6.1.10.Our Commitments: We are obligated to maintain records of all documentation and information related to your Account as necessitated by applicable laws and regulations.

6.1.11. Your Responsibilities: You are obliged to preserve records essential for order fulfillment and post-sale Shopper support. This is particularly crucial in cases requiring government registration of the sale.

6.1.12. Document Inspection Request: Upon request, we or relevant authorities may inspect your business records. Compliance with such requests is obligatory. Refusal to provide the required documentation may result in the suspension or termination of your Account.

6.1.13. Information Sharing: You grant us authorization to share information concerning your Account with law enforcement, regulators, and government agencies, and vice versa.

Account Suspension And Closure

6.1.14. Your Right to Close Your Account: You possess the liberty to close your Account at your discretion. Any applicable fees incurred prior to closure will remain due.

6.1.15. Our Authority to Decline, Suspend, or Close Your Account: We retain the right to reject, suspend, or terminate your Account without notice should we reasonably suspect its involvement in unlawful or improper activities, violations of these Terms, or for security and compliance reasons. We also maintain the right to monitor, review, and retain information to fulfill legal obligations.

6.1.16. Consequences of Account Closure: In the event of Account closure, you must adhere to the surviving portions of these Terms. Additionally, we will retain specific information as required by law, and we shall not be liable for any losses arising from the closure of your Account.

7. Your Use Of Afrex Partners Services

At AFREX, our commitment to providing you access to the digital asset exchange world extends to accommodating the utilization of third-party services. It’s important to understand how these services interact with your experience on our innovative platform. Therefore, we present the following terms and conditions:

AFREX Partners

When accessing AFREX through an AFREX Partner, you acknowledge and assume any associated risks involved with that specific AFREX Partner. We hold no responsibility for your interactions with any AFREX Partner, and the integration of AFREX with an AFREX Partner does not imply an endorsement or recommendation of said AFREX Partner. All AFREX Partners are required to provide a support or dispute framework related to their service for prompt issue resolution. Should any disputes arise with an AFREX Partner, resolution should be sought directly with them.

Introduction to Third-Party Services

When accessing the AFREX website or utilizing our Acceptance Services, you may encounter offers for supplementary services, products, or promotions presented by third-party providers. Your engagement with these third-party services is a voluntary choice, and you bear the responsibility for assessing, comprehending, and adhering to the respective terms and conditions attached to them.

Neither we nor our affiliates, AFREX partners, service providers, or our or their respective officers, directors, agents, joint venturers, employees, or representatives will be accountable for any lost profits or other consequential, special, indirect, or incidental damages arising from these terms or the service. Even if we have been informed of such potential damages, our combined liability, along with that of our affiliates, AFREX partners, and service providers, to you or any third parties in any situation, is limited to the greater of (a) the actual fees paid to us by you in the preceding three (3) months or (b) US$100 dollars. Certain laws may not allow the restriction or exclusion of liability for incidental or consequential damages, hence this limitation or exclusion might not apply to you. In such cases, our liability will be restricted to the fullest extent permitted.

Disclaimer and Liability

We explicitly declare that AFREX assumes no liability for third-party services, and we are not accountable for the performance, quality, or outcomes of these services or their providers. Your interaction with third-party services occurs at your own risk, and any concerns or issues arising from such interactions should be directed to the respective third-party service providers.

Incorporating third-party services into your experience on our platform is a testament to our commitment to expanding your opportunities within the digital asset realm. We aspire to bridge the divide between the digital economy and the conventional financial infrastructure, providing you with a comprehensive and enriched environment for your digital asset exchange endeavors.

8. Security And Wallet Security

At AFREX, we hold the protection of your digital assets and personal information in the highest regard. Our platform provides a secure environment for the efficient exchange of digital assets. To ensure your peace of mind, we have established the following comprehensive terms and conditions:

Security Measures

We have put in place a comprehensive set of security measures, thoughtfully designed to safeguard your information from inadvertent loss and prevent unauthorized access, use, alterations, or disclosures. Our security measures encompass rigorous risk assessments and controls across various domains, including application and system access, system and application development and maintenance, acceptable use, data classification, incident response, disaster recovery, business continuity, and security training. While these security measures provide significant protection, it is crucial to recognize that we cannot offer an absolute guarantee against unauthorized access to your information. Therefore, you bear the responsibility for sharing your information at your own risk, unless otherwise mandated by applicable law. In the event we reasonably suspect or become aware of a security breach that may have impacted you, your Account, or your information, our commitment is to promptly notify you within 72 hours of such suspicion or awareness. We will deliver this notification to the email address specified in your Merchant profile.

Digital Wallet Security

For Shoppers conducting cryptocurrency payments and Merchants receiving settlements in cryptocurrency, the use of a digital wallet is essential. Digital wallets are software tools that enable users to securely store encrypted private keys, which are utilized to authorize transactions and access funds. There are two primary categories of digital wallets:

a. Custodial Digital Wallet: In this scenario, third-party entities serve as financial intermediaries and custodians of a user’s cryptocurrencies. They store the user’s private keys and maintain control over their funds.

b. Non-Custodial Digital Wallet: These wallets provide a technical platform for securely storing private keys without having access to the user’s private keys or control over their funds.

Both Shoppers and Merchants are afforded the flexibility to choose any cryptocurrency wallet for managing their assets, including the AFREX wallet. It’s imperative to note that AFREX does not endorse or warrant the quality or security of third-party wallets. The owner of the wallet bears sole responsibility for safeguarding passwords, private keys, and ensuring the security of the devices used for wallet access. In cases where security breaches occur, such as the loss of private keys, unauthorized access, accidental sharing of backups, device vulnerabilities, or malicious attacks on wallet software, AFREX cannot be held accountable for any cryptocurrency fund losses incurred by a Merchant or Shopper.

If your account balance is settled into a compromised or inaccessible wallet, or a Shopper’s wallet encounters similar issues, the path to resolution is left to your discretion. AFREX does not intercede in resolving such matters.

Our commitment is centered on your security, and our objective is to enhance your experience in the realm of digital asset exchange, ultimately bridging the gap between the digital economy and the traditional financial infrastructure.

9. Security And The Protection Of Your Data Privacy

At AFREX, we prioritize the security and preservation of your data privacy. We uphold rigorous standards to ensure the safety of your information. Our stance on privacy and data protection is delineated in our Privacy Notice, encompassing the provisions pertinent to Kenyan and international privacy, consumer, and data protection statutes and guidelines. For comprehensive information, please consult our Privacy Notice available at afrex.com/about/privacy , seamlessly integrated into these Terms.

10. Ownership And Use Of Services And Intellectual Property

At AFREX, we want to clarify our position regarding the ownership of our services, intellectual property, and your use of them. The following terms are essential to understand and abide by:

Our Ownership of the Services and AFREX Website

You acknowledge and accept that AFREX is the sole owner of all rights, titles, and interests in our Acceptance Services, the accompanying software, technological tools, content, AFREX service marks and logos, the AFREX website, the content presented on the website, and other materials created by AFREX (collectively referred to as “AFREX IP”). Your use of the Acceptance Services and AFREX IP is exclusively limited to providing the Acceptance Services to your Shoppers in compliance with these Terms. We grant you a personal, limited, revocable, non-exclusive, and non-transferable license to utilize AFREX IP. It is strictly prohibited to rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify, or timeshare AFREX IP or any part of it. You may not use AFREX IP as a component of, or as a foundation for, products or services intended for commercial sale, sublicense, lease, access, or distribution. Preparing derivative works based on AFREX IP, translating, reverse engineering, decompiling, or disassembling AFREX IP is also not allowed.

Use of AFREX Marks

While you maintain an active Account with AFREX, you may use the AFREX Marks that are provided to you by us through our Brand Guidelines, always ensuring that your use aligns with these guidelines. Any positive reputation stemming from your use of the AFREX Marks will exclusively benefit AFREX. We reserve the right to periodically update the AFREX Brand Guidelines, and you are responsible for adhering to the most current version within sixty days of an update. We will make reasonable efforts to notify you of any changes to the Brand Guidelines. You can access the Brand Guidelines on our website at brand.afrex.com. Without waiving any available rights, if we determine that your use of any AFREX Marks is inconsistent with the Brand Guidelines or in a way we reasonably find objectionable, we will inform you and expect you to promptly cease the objectionable usage. Failure to discontinue objectionable usage or repeated violations of the Brand Guidelines will be regarded as a breach of this Agreement.

11. Advertising and Marketing

At AFREX, we value the opportunity to collaborate with you for advertising and marketing purposes. Here’s how we ensure a mutually beneficial partnership:

Use of Your Content

We may include your corporate name, URL, artwork, text, logo, case studies, and other publicly available information about your business (collectively referred to as “Content”) in AFREX’s promotional materials, marketing channels, and business directory, provided that we obtain your prior written approval. Third parties may also utilize AFREX’s publicly available Content to create directory entries or for other channels, subject to separate third-party terms of use. In addition, we might seek your testimonial, quote, or reference for use in blog posts, promotional materials, press releases, interviews, or other forms of marketing. It’s important to note that you are under no obligation to provide Content, testimonials, quotes, or references. When both parties agree, AFREX and you may collaborate on separate marketing campaigns.

Your Representations and Warranties

By providing Content to us, you represent and warrant that you have the necessary rights to share this Content and that our use, copying, modification, and publication of the Content will not:

a) infringe, violate, or misappropriate any third-party copyrights, patents, trade secrets, or other proprietary rights;

b) infringe on any rights of publicity or privacy; and

c) be defamatory or violate any applicable laws. Your cooperation in providing Content ensures a fruitful and legally compliant marketing relationship

12. Invoices: Generation and Competitive Exchange Rate Guarantee for Your Shopper

At AFREX, we streamline the process of creating invoices and offer competitive exchange rate assurances to your customers:

Invoice Generation and Competitive Exchange Rate Guarantee for Your Shopper

To accept cryptocurrency payments, you need to generate a payment request, known as an “Invoice,” using our Acceptance Services. This Invoice allows you to specify the amount you wish to collect in your chosen settlement currency, whether it’s U.S. Dollars, Euros, or one of the supported cryptocurrencies. During the shopper’s checkout process, the utilization of AFREX’s hosted invoice user interface is mandatory.

When we handle payments, we rely on AFREX’s Best Bid (“AFREX BBB”) rate. We commit to safeguarding the exchange rate for the shopper, provided that they complete the payment within the specified time window after the Invoice is generated. The Invoice timeout information is prominently displayed on each AFREX Invoice. For a more detailed explanation of how AFREX calculates exchange rates and factors in market depth, please consult afrex.com/exchange-rates.

While we ensure the exchange rate for the shopper within the defined time frame, it’s important to understand that you, as the merchant, bear the volatility risk associated with your settlement currency. For instance, if you instruct us to collect $150.00 in U.S. Dollars, and the shopper submits the cryptocurrency equivalent within the allotted time frame, we guarantee that you will receive precisely $150.00 in U.S. Dollars (minus our fee). However, we cannot assure you of the future value of the U.S. Dollar (or any other fiat currency) relative to any benchmark. Similarly, if you opt to receive some or all of your settlement in cryptocurrency, we do not guarantee the future value of that cryptocurrency concerning any benchmark.

Invoice Completion

An Invoice is considered “complete” according to our standards when it has been fully paid by the shopper, the relevant transaction has reached the required number of block confirmations, and the payment has been credited to your Account ledger.

The number of confirmations needed for a transaction depends on various factors, including the specific blockchain in use and our internal risk analysis. We implement risk mitigation measures to detect potentially fraudulent payments, particularly those at risk of not receiving the necessary block confirmations. However, it’s crucial to note that these measures do not entirely eliminate the risk associated with unconfirmed payments.

A confirmed Invoice indicates that payment has been made, the necessary block confirmations have been achieved, and the transaction has passed our risk validation checks. Nevertheless, the payment still needs to be credited to your Account ledger. For a more detailed explanation of how block confirmations and Invoice completion function, please refer to our FAQs at support.afrex.app-How-do-cryptocurrency-block-confirmations-work-.

You have the option to notify the shopper that you’ve accepted the Invoice as paid before AFREX deems it complete, even if it’s an unconfirmed payment. It’s important to note that we are not responsible for settling Invoices that are not deemed fully paid and complete. In other words, if you acknowledge a payment before it is credited to your Account ledger, we are not obliged to settle with you in cases where we determine that the payment was fraudulent or invalid. Your Dashboard will display the current status for each payment, including “paid,” “confirmed,” “complete,” “overpaid,” “underpaid,” “refunded,” or “invalid.” Payments that may be fraudulent will be labeled as “invalid” on the Dashboard, indicating that they have not received any block confirmations in the relevant blockchain. The failure to achieve block confirmations may be due to reasons other than fraud, such as inadequate miner fees for the payment.

AFREX Supported Cryptocurrencies

AFREX may introduce new cryptocurrencies to our services. Additional cryptocurrencies will be enabled by default, unless you instruct AFREX to disable them. There may also be circumstances that lead us to remove a particular cryptocurrency as a payment option.

Payment Exceptions

In specific situations where an Invoice is underpaid or overpaid, it results in a “payment exception.” Shoppers will automatically receive notifications via email and/or SMS messages from AFREX to address underpayments or overpayments, as described below. Please note that AFREX incurs miner fees for refunding a payment. If a shopper requests a refund for a payment exception, we will deduct the miner fees from the refunded amount (see Section 14, Fees, for details).

Underpayments

Underpayments occur when a shopper sends insufficient funds to fully pay an Invoice. These underpayments cannot fulfill the Invoice in full or in part, and the underpayment is not credited to your Account. AFREX will notify the shopper of the underpayment via email and/or SMS messages, allowing the shopper to request a refund for the partial payment. The shopper may also request a refund of the underpayment directly from the Invoice. To complete the transaction, the shopper needs to generate a new Invoice by restarting the checkout process. The new Invoice will provide the shopper with a new payment amount based on the current exchange rate and a new time window

13. Refunds

General Procedures

AFREX is equipped to facilitate cryptocurrency refunds to Shoppers on your behalf. You have the discretion to issue a partial refund or a full refund corresponding to the initial purchase. The choice between refunding based on the value in which the relevant goods and/or services were originally priced (pricing currency) or the amount of the specific cryptocurrency used for Invoice payment (payment currency) is also yours to make.

Refunds will be processed in the same cryptocurrency that was utilized for the original Invoice payment. Should your Account balance be insufficient to cover pending refund requests, you may be required to initiate a bank deposit to an account designated by us. Any necessary currency conversion during the refund process will be computed using a spot rate determined by AFREX, following the guidelines outlined here: afrex.com/exchange-rates.

Disclosure of Merchant Refund Policy

AFREX is not responsible for merchant refund policies, nor does it verify whether these policies comply with relevant laws. We recommend that merchants provide their customers with a clear and transparent refund policy, which may include statements such as “no refunds are permitted as all sales are considered final,” where applicable. In certain industries, a refund policy may not be applicable (e.g., when a service is rendered). For refunds based on amounts originally priced in the fiat pricing currency (i.e., the fiat price of the relevant goods/services), AFREX will convert the currency value in which the item was priced to the corresponding cryptocurrency, using the exchange rate prevailing at the time the refund is issued to the Shopper.

Refund of Payment Exceptions

When a payment exception is refunded within 30 days from the Invoice creation date, the exact amount of the originally received cryptocurrency will be returned to the Shopper, with the deduction of the relevant miner fee.

If a payment exception remains unrefunded beyond the 30th day following the Invoice creation date, AFREX will establish a maximum U.S. Dollar or Euro value (depending on whether your contract is with AFREX TECHNOLOGIES LIMITED) for the refund, determined by the exchange rate on that 30th day. Consequently, when the refund is eventually processed, the amount will be the lesser of the cryptocurrency originally sent to AFREX or the cryptocurrency equivalent of the maximum U.S. Dollar/Euro value as determined by the exchange rate at the time of the refund issuance. The miner fee applicable to sending the refund will be deducted from the refund amount directed to the Shopper.

14. Complaints

Shopper Complaints

In the event that AFREX receives a complaint from a Shopper related to your business or the products/services they purchased, we will forward the complaint to you for resolution. AFREX retains the right to terminate Merchant accounts that accumulate an excessive number of complaints (refer to Section 5.8.2, Our Right to Decline, Suspend, or Close Your Account).

Merchant Complaints

Merchants seeking to file complaints concerning our Acceptance Services can reach out to us through the following channels:

For AFREX merchants:

Website: merchant.afrex.io
Mail: support@afrex.io

15. Settlement

Methods of Settlement.

AFREX will facilitate the clearance of payments from your Shoppers to you through the cryptocurrency peer-to-peer payment network and will credit your Account ledger in accordance with your established settlement preferences on your Dashboard. The debits and credits to your Account ledger represent funds temporarily held by AFREX until the settlement to your bank account and/or wallet is executed. You have the flexibility to receive settlement in your preferred local currency, any of the supported cryptocurrencies, or a combination of both. AFREX respects your choice in this matter, and your preferences supersede any of our own.

An Account ledger will be established for each currency selected for settlement, adhering to your specified settlement preferences. If you decide to modify your settlement preferences, the changes will apply to Account ledger balances received after the date of the adjustment. Any Account ledger balances originating before the preference change will be settled according to your previous settlement preferences.

Your Bank Account

Should you intend to close your bank account, you are required to provide us with written notice at least one (1) business day prior to the closure. To continue receiving direct deposits, you must furnish us with details for an alternative bank account. You are exclusively responsible for all fees and costs associated with your bank account, including any overdrafts. Any fees incurred by us due to inaccurate information or instructions provided by you are your responsibility. You authorize us to initiate electronic credits to your bank account as needed to process your transactions. We bear no liability for delays in fund receipt or errors in bank account entries caused by third parties, nor can we be held liable or responsible for errors in the account or address information you supply to us.

Settlements in Local Currencies

AFREX extends the option of direct deposit to a designated bank account in fiat currency for Merchants located in specific countries. Please consult afrex.com/docs/settlement for a list of such countries. To receive direct deposits, you must provide valid and up-to-date bank account information. On each business day, we will execute a direct deposit to your bank account to settle your accumulated Account ledger balance, provided that (a) the settlement minimums are met, and (b) the funds will be deposited in your bank account within two business days following the settlement order. We reserve the right to charge you relevant wire fees, except when settling in U.S. Dollars to a U.S. bank or when settling in Euros to a bank within the SEPA zone.

Settlements will be initiated from a bank account held in the name of AFREX TECHNOLOGIES LIMITED. or Stichting Client Funds BMSE, a Dutch foundation established by us to segregate client funds from operational funds.

Settlements in Supported Cryptocurrencies; Disclosure of Material Risks

If you opt for cryptocurrency settlement as part of your preferences, any supported cryptocurrency accepted by AFREX on your behalf will be settled to a cryptocurrency wallet of your choice. Payments in any of the supported cryptocurrencies will be transmitted to your designated wallet address, typically by the end of the day following the relevant transaction, and this is based on U.S. Eastern Standard or Daylight Time, as applicable, as long as the settlement minimum is met. We do not assume responsibility for losses arising from incorrectly reported or designated wallet addresses that you provide.

You acknowledge the volatility risk associated with the cryptocurrencies used for settlement. When selecting a cryptocurrency as your preferred settlement method, you also assume the volatility risk associated with the value of that cryptocurrency.

Unless otherwise specified in a written agreement, AFREX’s Acceptance Services do not encompass cryptocurrency custody. If you choose cryptocurrency settlement and we are unable to complete it, AFREX will freeze the value of any Account ledger balance at the U.S. Dollar or Euro (depending on whether your contract is with AFREX TECHNOLOGIES LIMITED) conversion rate applicable at the time when the settlement was supposed to occur. For instance, if a Shopper makes a purchase, and you are supposed to be settled 0.1 BTC, but we cannot execute the settlement to the wallet address you provided, we will freeze the value of the settlement in U.S. Dollars or Euros based on the applicable conversion rate. If you later decide to receive fiat settlement for this Account ledger balance, the settlement amount will be for the frozen U.S. Dollar or Euro value, regardless of currency value fluctuations during the interim period. In this example, using U.S. Dollars, if the value of 0.1 BTC was U.S.$5,000 at the time of the supposed settlement to your wallet, that U.S.$5,000 will be the frozen value for this transaction on your Account ledger. If you ultimately maintain your bitcoin settlement preference and provide a valid bitcoin wallet address, we will settle the amount based on the prevailing exchange rate according to the frozen U.S.$5,000 value (e.g., if the exchange rate upon completing the settlement, after receiving a valid wallet address, is 1 BTC:U.S.$80,000, you will receive 0.0625 BTC, or if the exchange rate is 1 BTC:U.S.$25,000, you will receive 0.2 BTC).

AFREX does not own or control the underlying software protocols governing the operation of cryptocurrencies supported on our platform. Generally, these underlying protocols are open source and can be used, copied, modified, and distributed by anyone.

DISCLOSURE: Material Risks of Virtual Currency Disclosure

AFREX acknowledges the existence of substantial risks associated with accepting a variety of payment forms, including cash, different fiat currencies, network card payments, other proprietary electronic payments, and alternative virtual currency payments. To ensure a clear understanding, AFREX provides the subsequent disclosure:

• Virtual Currency (e.g., Bitcoin) is not regarded as legal tender, lacks government backing, and does not benefit from the protective coverage offered by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
• Legislative and regulatory changes or actions, whether at the state, federal, or international levels, possess the potential to adversely impact the utilization, transfer, exchange, and value of Virtual Currency.
• Transactions conducted in Virtual Currency might be irreversible, thereby exposing users to the risk of unrecoverable losses resulting from fraudulent or accidental transactions.
• Certain Virtual Currency transactions are validated when recorded on a public ledger, a timestamp that may not necessarily align with the moment when the Shopper initiates the transaction.
• The value of Virtual Currency hinges on the willingness of market participants to exchange Fiat Currency for Virtual Currency. Consequently, there exists a possible scenario of a total and permanent loss of value for a specific Virtual Currency if its market ceases to exist.
• The continuity of individuals accepting Virtual Currency as payment in the future cannot be guaranteed.
• Virtual Currency prices exhibit marked volatility and unpredictability in relation to Fiat Currency, potentially leading to significant losses over brief time periods.
• The inherent nature of Virtual Currency heightens the susceptibility to fraud and cyberattacks.
• AFREX might experience technical challenges that hinder access to or use of a Shopper’s Virtual Currency, based on the distinctive characteristics of Virtual Currency.
• Any bond or trust account maintained by AFREX for the benefit of its Merchants might not provide adequate coverage for all losses incurred by customers.

Refund Reserve

Upon your instruction, AFREX can establish a refund reserve on your Account. The purpose of the refund reserve is to ensure there is always a buffer of funds available on your Account to cover pending refunds, for instance, when goods/services are undelivered.

In the absence of a refund reserve, pending refunds will be deducted from the balance on your Account, which is settled daily by us. If a refund reserve is established, we will only settle the pending balance over and above the refund reserve amount. If there is no balance to be settled, we will use the funds available in your refund reserve to cover pending refund requests from your Account. When incoming deposits are made to your Account, they will first replenish the refund reserve up to the defined amount. The values of refund reserves are established and maintained exclusively in fiat currency.

Settlement Minimum

AFREX will settle the accumulated balance on your Account ledger if it surpasses the minimum amount defined for the chosen settlement currency on the Dashboard. Please consult afrex.com/docs/settlement for information related to minimum settlement amounts and deposit frequency.

For cryptocurrency Account ledger balances that fall below the settlement minimum, AFREX will freeze the transaction values in your Account at the U.S. Dollar or Euro (depending on whether your contract is with AFREX TECHNOLOGIES LIMITED) equivalent value based on the conversion rate at the time when the settlement would have ordinarily occurred, but for the settlement minimum not being met. Once the cumulative Account ledger balance for a specific cryptocurrency reaches the settlement minimum, calculated by the conversion rate at the applicable settlement time, AFREX will remit the cryptocurrency settlement to your designated wallet.

16. Fees

Definitions

a) Miner Fees: Cryptocurrency transactions typically incur miner fees. These fees are automatically generated by cryptocurrency wallets to facilitate the processing of transactions on a given blockchain network. They are paid to cryptocurrency miners and network operators responsible for transaction processing and network maintenance. The precise amount of miner fees varies based on network conditions and the desired transaction confirmation speed. In times of network congestion, the minimum required miner fee increases to ensure reliable transaction processing. Using a miner fee below the average can jeopardize the transaction, resulting in slow confirmation or no confirmation at all.

b) AFREX Network Costs: AFREX network costs encompass additional fees incurred by AFREX in aggregating received payments and settling such payments to merchants. These costs are based upon the miner fees that AFREX incurs in providing its services. Therefore, if miner fees rise, network costs also rise.

AFREX Processing Fees

We charge you a processing fee for each Invoice successfully processed through your Account. These fees are deducted from your Account ledger balances (net settlements). AFREX’s processing fee is listed for each Invoice in your Dashboard and in the API output. We reserve the right to change our processing fee. We will provide not less than thirty (30) days’ advance notice of such a change, and your continued use of the Acceptance Services following the period of advance notice of the fee change constitutes your acceptance of such change. Current pricing information is provided on the AFREX website at afrex.com/pricing.

Refund Fees on Successful Payments

16.1.1 Refund Fees on Successful Payments for AFREX Merchants

Unless you instruct us otherwise, if you issue a full or partial refund on a successful payment, we will deduct the miner fee used to send such a refund from the amount of cryptocurrency that is refunded to the Shopper (i.e. the Shopper will bear this miner fee). If you choose to bear the miner fee for such a refund, this miner fee deduction will appear as a separate entry in your Account ledger after the refund is executed. We recommend that you disclose to Shoppers in your refund policy if they will bear miner fees on refunds of successful payments.

16.1.2. Refund Fees on Successful Payments for AFREX ………. Merchants

If you issue a full or partial refund on a successful payment, the miner fee used to send this refund will be deducted from and appear as a separate entry in your Account ledger after the refund is executed.

Shopper Fees

a) Miner Fees

To pay an AFREX Invoice, the Shopper incurs a miner fee when transferring funds from their cryptocurrency wallet.

b) AFREX Network Costs

If the estimated network cost exceeds U.S.$0.01, AFREX lists the network cost on the Invoice and charges it as a distinct fee to the Shopper.

c) Refund Fees on Payment Exceptions

In cases where a Shopper’s transaction results in a Payment Exception (see Section 11.4, Payment Exceptions), AFREX deducts the corresponding miner fee used to return the payment to the Shopper from the total refund amount.

17. Indemnification

You agree to indemnify AFREX, its affiliated and related entities, and any of its officers, directors, employees, and agents from and against any claims, costs, losses, liabilities, damages, expenses, and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms

18. No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, AFREX PROVIDES THE ACCEPTANCE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE ACCEPTANCE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AFREX PROVIDES THE ACCEPTANCE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, AFREX DOES NOT WARRANT THAT THE ACCEPTANCE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED, OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. AFREX DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE ACCEPTANCE SERVICES OR THROUGH OUR WEBSITE, AND AFREX WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

19. Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL AFREX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR OTHER INTANGIBLE LOSSES ARISING FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE ACCEPTANCE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT AFREX WAS AWARE THAT SUCH DAMAGE COULD HAVE OCCURRED. FOR CUSTOMERS CONTRACTING WITH AFREX TECHNOLOGIES LIMITED, THIS LIMITATION OF LIABILITY EXCLUDES LOST PROFITS AND OTHER INDIRECT DAMAGES, BUT AFREX TECHNOLOGIES LIMITED. DOES NOT OTHERWISE EXEMPT ITSELF FROM LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT WILL AFREX BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE ACCEPTANCE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL AFREX’S LIABILITY FOR DAMAGES ARISING IN CONNECTION WITH THE ACCEPTANCE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY AFREX IN CONNECTION WITH YOUR USE OF THE ACCEPTANCE SERVICES DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM FOR LIABILITY. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITH THE INTENT TO PROTECT AFREX.

20. Miscellaneous

Taxes

You are solely responsible for identifying, assessing, and fulfilling any and all tax obligations associated with the usage of AFREX’s Acceptance Services. This includes taxes that may be levied, incurred, or required for collection, payment, or withholding in connection with your transactions. You are also responsible for the collection, withholding, reporting, and remittance of the correct taxes to the appropriate tax authorities. AFREX is not responsible for determining the applicability of taxes, calculating, collecting, reporting, or remitting any taxes arising from transactions conducted through its services.

If, within a given calendar year, your use of the Acceptance Services results in (i) receiving more than U.S.$20,000 in gross payments and (ii) receiving more than 200 payments, AFREX will, as required by law, report annually to the relevant tax authorities your name, address, and other necessary information.

Assignment

You may not transfer or assign these Terms or any rights granted by these Terms. However, you acknowledge that AFREX may assign or transfer these Terms.

Severability

If any provision of these Terms is deemed invalid or unenforceable under any law, regulation, or court order, such a determination will not affect the validity or enforceability of any other provision of these Terms.

Waivers

The failure of a party to assert any right or provision in these Terms does not constitute a waiver of that right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other terms.

Entire Agreement

These Terms, including other referenced terms by AFREX, constitute the entire agreement between you and AFREX. Headings are included for convenience and shall not be considered in interpreting these Terms.

Notices

Any notice or other communication provided to a party in connection with these Terms shall be in writing and in English. Notices may be sent by a recognized method, such as an overnight courier or email. The parties agree that all terms, conditions, agreements, notices, disclosures, or other communications provided electronically will be considered “in writing.” This provision does not apply to the service of any legal proceedings or documents. AFREX may send notices to you at the email and physical address you submit in creating your Account, and you may update these addresses through your Dashboard.

Governing Law; Arbitration; Waiver of Class Action

20.1.1. Governing Law

These Terms are governed by the laws of Kenya, without regard to its conflict of law rules.

20.1.2. Dispute Resolution

If a disagreement or dispute arises related to the Acceptance Services or these Terms and cannot be resolved with reasonable effort, the disagreement or dispute shall be exclusively resolved through arbitration in accordance with the applicable rules of the International Chamber of Commerce (ICC). The arbitration will take place in Kenya and will be conducted in English. The parties shall share the costs of the arbitrator and the proceeding equally.

Updates to Terms

AFREX may update these Terms periodically, and any changes will be communicated by revising the date at the top of the Terms. Material changes will be notified through email or similar means. Amended Terms will be effective immediately, and your continued use of AFREX’s Services indicates your acceptance of the changes. If you disagree with the amended Terms, you must discontinue your use of AFREX’s Services.

Force Majeure

Neither party will be liable for delays in processing or other non-performance caused by events beyond their reasonable control, such as natural disasters, pandemics, power failures, equipment failures, labor disputes, or other causes over which they have no reasonable control. However, the party experiencing such issues must have procedures reasonably suited to mitigate their effects.

Confidentiality

Each party’s “Confidential Information” includes any information that should be reasonably understood to be confidential. Both parties agree to keep the other’s Confidential Information confidential and not disclose it to third parties or use it for any purpose other than performing their obligations under these Terms. This provision does not apply to information known by the recipient before disclosure, information that becomes public through no fault of the recipient, information received from a third party without restrictions on disclosure, or information independently developed by the recipient without reference to the disclosed Confidential Information. In the event of a court order or legal requirement for disclosure, the recipient must notify the disclosing party promptly and use reasonable efforts to protect the confidential treatment of the information.

Survival

Representations and Warranties, Effect of Account Closure, Security and Wallet Security, Privacy, Ownership and Use of Services and Intellectual Property, Advertising and Marketing, Delayed Settlement, Indemnification, No Warranties, Limitation of Liability, and Miscellaneous Clauses will survive the termination of these Terms.

No Joint Venture or Agency

These Terms are not intended to establish a joint venture between the parties, and no party is intended to be an agent of the other.