Parties:

Swychr Technology Africa Limited, a company registered in Cameroon with registration number TPPRR/RC/BUA/2022/B/099 with head office address in Molyko, Buea, Cameroon.

And;

And a Swychr merchant being the counter party named below as a signatory to this agreement.

Purpose of the SMA:

This SMA is being entered into by the above-indicated parties to conduct a remittance business together in which the Swychr merchant will become a payout partner (merchant) for Swychr Technology Africa Limited in one or more of the African countries in which Swychr Technology Africa Limited has operations.

Obligations of each party under this SMA:

Swychr Technology Africa Limited

• Build and maintain the technology platforms needed to power the entire remittance operations from both a transfer (customer) and a settlement perspective (Swychr merchant);
• Ensure to reimburse Swychr merchants on a regular basis or upon request, the total amount settled to customers in line with requests registered via Swychr app net of Swychr Technology Africa Limited’s commission as per the profit share ratio specified in this SMA;
• Receive and process complaints regarding the technology and/or entire operations from both customers and Swychr merchants.

Swychr merchant

• Accept and process withdrawal requests raised by Swychr users through Swychr app (both on the marketplace and/or through the admin dashboard). Processing transactions in this case involves making a transfer to the customer’s mobile money accounts and/or any other payment method as will be added on the app and used by the users from time to time;
• Maintain an adequate amount of cash on hand to ensure that withdrawal requests can be processed, and customers settled on time;
• Receive and process customer complaints regarding withdrawals and other related issues. Also, ensure to refer technical related issues to Swychr Technology Africa Limited for timely turnaround with customer complaints.

Scope of this SMA:

This SMA does not suggest any form of partnership between both parties over and beyond the specific business of remittance clearly outlined in this SMA.

Data ownership and use:

Both parties to this agreement can utilize the data/traction generated and stored because of the business to be conducted under this SMA for any legitimate business purpose.

Ownership of Intellectual property (Tech):

The Intellectual property and technology to be used by both Swychr merchants and Swychr users (mobile app and web platforms) are solely the property of Swychr Technology Africa Limited and must be fully returned or access shall be revoked should this SMA be terminated or expire as per terms specified herein.

Commercials:

The manner of operation under this SMA have been structured in way that allows a FREE of cost wallet to wallet transfer. However, both parties will make money when a withdrawal request is processed. The specific amount or percentage of charges will be decided by Swychr Technology Africa from time to time depending on the market rates. 

There will be a commission split of 2/3 to 1/3 between Swychr Technology Africa Limited and the Swychr merchant respectively. This split ratio can be changed from time to time based on a mutual agreement by both parties to this SMA.

Validity of this SMA:

This SMA goes into effect from the date of signatory and stays valid until terminated by either party to this SMA.

Modification:

This SMA can be modified in part or in full by way of mutual agreement between both parties. The modification will however take effect from the date of signatory by both parties but will not have any bearing before the date such a modification was signed off by both parties.

Termination clause:

This agreement can be terminated by either party by serving the other party with one (1) month written notice. If all dues arising out of this SMA are settled within the notice period, then the agreement will be considered fully terminated at the end of the notice period.

Conflict resolution and governing law:

Should there be any conflicts arising as result of this SMA, parties will make all reasonable efforts to resolve the same amicably. Should these efforts fail to resolve the conflict, then the matter will be referred to a competent court to be decided upon by both parties and the language of arbitration shall be English with the specific system of law being the English Common Law.

Confidential information:

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the parties to this SMA which would reasonably be considered to be proprietary to the either party including, but not limited to, accounting records, intellectual property, technology, business processes, and client records and that is not generally known in the industry of either party and where the release of that Confidential Information could reasonably be expected to cause harm to the counter party.

Both parties agree not to disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which both parties have obtained as a result of conducting the business under this SMA, except as authorized by the other party. This obligation will survive indefinitely upon termination of this SMA.

Entire agreement:

This SMA represents the entire agreement between both parties regarding the subject covered by this SMA and overrides any previous agreements that could have been signed between both parties regarding the same subject if any.

Assignment of rights:

No party to this SMA can assign their rights arising as results of this SMA either in part or in full to another individual or entity without the prior written approval of the counter party.

Severability:

In the event that any of the provisions of this SMA are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this SMA.