Terms and conditions

THE SMALL PRINT

TERMS & CONDITIONS

Welcome to SPENN!

Introduction

The use of all SPENN Services and the SPENN App is subject to these Terms & Conditions. By accessing our website  www.spenn.com, using the SPENN App and any of our other Services, you confirm and acknowledge that you have read and understood these Terms & Conditions and that you agree to comply with its provisions and any ancillary documents and Company policies as amended from time to time made available to you. If you do not agree to these Terms & Conditions, you must not use SPENN or any of our Services.

The Terms and Conditions herein shall regulate the contractual relationship between SPENN, I & M Bank and the User.

SPENN Rwanda is not a bank.

SPENN shall not provide any insurance to the funds deposited by the User to the SPENN Account. Any Central Bank/government regulations providing insurance to funds kept with our Partner Bank may apply subject to the provisions of the law in force.

SPENN is partnered with I & M Bank Ltd., Rwanda to offer SPENN services, and a separate agreement is made between You and I & M Bank Ltd., and the local laws and regulations provide for funds insurance

If you are under the age of 18, you may not use any of the SPENN Services. To use our Services, you must be eligible under the law to enter an Agreement with SPENN before using any of our Services.

If you are using SPENN Services on behalf of a business/legal entity (i. e. company, association) you warrant that you have the authority to bind the business/legal entity to these Terms &Conditions and that the provisions of these Terms & Conditions shall extend and apply to the said business/legal entity.

These Terms & Conditions may be translated into multiple languages. The English version shall prevail in case of any difficulties with language or legal interpretation.

In the event that any provision(s) of these Terms & Conditions are inconsistent with any applicable law(s) in Rwanda, the applicable law(s) shall prevail.

We hope you will enjoy using SPENN!

DEFINITIONS

For the purpose of these Terms & Conditions the following terms should be understood as follows:

Account: A personalized SPENN profile, which every User needs to create before using SPENN Services, following the procedure described hereunder. SPENN does not provide joint accounts.

Agreement: referred to as these Terms and Conditions and any other agreement or consensus between SPENN and the User.

Authorized Personnel: any of the User´s employees, consultants, contractors or agents authorized by the User to access and use SPENN Service on behalf of the User´s business, subject to satisfactory verification of the Authorized Personnel´s identification data.

Cash In (also referred to as Top-up): cash payment is done by a User to his/her SPENN Account through a SPENN third party partner for the purchase of an e-value payment from the third-party partner which is to be credited in the User’s account.

Cash Out: cash withdrawal received by the User and used in redeeming the e-value of money deducted from the User’s account.

Company Materials: any documentation, user guides and/or other similar materials, and images, animations, videos provided by SPENN to the User in connection with the User´s use of the SPENN Service.

Effective Date: The date on which these “Terms and Conditions” are accepted by the User

Friends and Family: For the purpose of the Loyalty Program, Friends and Family are a group of your relatives and/or people that you are acquainted with.

Front End Code: SPENN user interface display and usability platform. This includes, but is not limited to, the layout, colour scheme, source code, etc.

ID/Passport image: A scanned copy of your personal ID/passport or other relevant identification documents, readable and showing no signs of manipulation.

KYC:  Know Your Customer process/procedure under the Laws of Rwanda

Partner Bank: I & M Bank

Party: SPENN or the User

Politically Exposed Person (PEP): means a natural person who is or who has been entrusted with prominent public functions, as well as their family members and close associates and includes the following:

  • Heads of State/Government, ministers, and deputy(ies) or assistant ministers.
  • members of parliament or similar legislative bodies.
  • members of the governing bodies of political parties.
  • members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances.
  • members of courts of auditors or the boards of central banks.
  • ambassadors, chargés d’affaires and high-ranking officers in the armed forces.
  • members of the administrative, management or supervisory bodies of State-owned enterprises.
  • directors, deputy directors and members of the board or equivalent function of an international organisation.

Proof of address: Any document that sufficiently confirms the address that the User provided in the online registration process (e.g., utility bills, bank statements).

Selfie with ID: A digitalized photography of the User, holding the uploaded identification document, showing both the User´s face and the Identification document. The quality of the photography must be sufficient to recognize the document type and content.

SPENN App: a mobile banking application where the User holds a SPENN Account; owned by Blockbonds A.S., under the management of SPENN Rwanda and introduced to the Rwanda market in partnership with I & M Bank Ltd., Rwanda

SPENN Cashier Partner: receives cash payment deposit and withdrawals (Cash in/Cash Out) from Users. The Cashier Partner may charge the User with a fixed fee for the cash in/out operations as agreed upon between the Cashier Partner and the User.

SPENN Services: all financial and non-financial services provided by SPENN including but not limited to cash in, cash out, airtime top-up, bill payment, KYC onboarding of customers AND SPENN Business SaaS Solution that is developed, operated, and maintained by SPENN (and its third-party service providers).

SPENN Rwanda (also referred to as SPENN or the Company): a company incorporated in Rwanda, with its head office at M. Peace Plaza, KN 4 Avenue, Kigali, Rwanda.

The Parties: SPENN and the User.

User: fully validated SPENN customers using SPENN services with a registered SPENN account. Under the business section, the User will apply to Business Entity using the SPENN Business Platform.

NOW THEREFORE AND IN CONSIDERATION OF THE AFORESAID, THE PARTIES HAVE AGREED AS FOLLOWS:

1. TERMS

The terms of this Agreement shall begin on the Effective Date and shall continue until the termination by either Party in accordance with the Termination Clause.

2. REGISTRATION

To take full advantage of SPENN Services, the User must download the SPENN App and create an Account.

Prior to this, the User must ensure that he/she:

  • Is legally capable of entering into an Agreement with SPENN under the applicable laws and he/she agree to be bound by the terms of the Agreement entered.
  • Provides all the relevant information required by SPENN to perform the KYC process according to applicable laws and regulations
  • Agree to have his/her data verified by an external entity, solely for the purpose of fulfilling the KYC process requirements

The User may further validate his/her registration on the SPENN Account by:

  • uploading into the SPENN App interface an image of the User´s ID/Passport and a selfie of the User holding his/her ID/Passport
  • providing all the required information into the online form of the SPENN App
  • uploading into the SPENN App interface the required document(s) for registration.

The verification of data/information provided by the User shall be conducted by Blockbonds A.S., or other authorised party, for the sole purpose of fulfilling the KYC process requirements under the applicable laws in Rwanda.

Where there are material/non-material changes in any of the data/information provided by the User after the first registration, the User is obliged to promptly inform SPENN. The User may be requested by SPENN to provide additional documentation to authenticate the change.

User´s failure to validate his/her SPENN Account with the required procedure may substantially limit the User’s accessibility to the functionality of the SPENN App.

After successful registration, the User will be provided with a personal SPENN Account. Access to the User´s Account is secured by the unique six-digit password that the User created during the registration process, as well as the word list generated through the registration process.

3. CONDITIONS FOR ACCEPTING USER´S REGISTRATION

A User Registration may be accepted by SPENN if the following conditions are met:

  • The User is a recognized legal person under the applicable laws in Rwanda
  • The User has accepted the Terms and Conditions in the manner prescribed.
  • all data/information given by the User is true, accurate and not misleading.
  • The User has not withheld from SPENN any information that may substantially affect SPENN´s decision to provide the User with SPENN Services
  • The User has not been declared bankrupt.

SPENN reserves the right to accept or reject registrations and to refuse to grant access to SPENN Services for any reason. The User will be informed about the status of verification through the SPENN App interface.

SPENN reserves the right to ask for additional documents, if the data provided by the User is inconsistent, contradictory, incomplete or insufficient to fulfil the KYC process purpose. Failure to provide the additional information may result in the rejection of your application to create an account.

If data/information provided by the User is false, insufficient, out of date, inconsistent, contradictory or incomplete, and the User fails to provide additional information, SPENN may reject the User´s application to create a SPENN Account.

Only after successful completion of the registration and verification process, the Company will grant you full access to its Services.

A User must undergo an identity verification process and maintain his personal data up to date. SPENN reserves the right to require any additional documentation, as may be deemed necessary to confirm the User’s identity prior to accepting the User´s registration.

4. SECURITY MANAGEMENT

The User undertakes to maintain the confidentiality of his/her password and word list and shall keep access to his/her account secured at all times. The User shall not share his/her login credentials with anyone, including the SPENN personnel, under any circumstances.

The User can change his/her pin code by entering the current PIN on the SPENN App and updating it with a new PIN of the User´s choice. An SMS indicating that the PIN has been updated is sent to the User.

For a User that forgets his/her PIN code, the User can reset the PIN by entering his/her recovery password. However, in circumstances where the User forgets his/her PIN & recovery password, the User can either enter his/her OTP sent via SMS, and thereafter, the User resets his/her PIN. Alternatively, the User may be required to contact the Customer Service for PIN code reset. The authentication of such request may require presenting sufficient proof of identity.

To the extent permitted by applicable laws, the User undertakes to accept the responsibility for all activities that occur under the User´s SPENN Account.

In the event of loss or theft of the User´s SIM card and/or mobile phone; or the User has any reason to believe that unauthorised access to his/her SPENN account has occurred, the User must inform SPENN immediately so that access to the account can be blocked pending the User resolves the matter with the mobile operator, replaces the sim card/phone or proper investigation is conducted on the unauthorized access to the User´s account.

SPENN is at no point responsible for the losses that the User may incur in the event of loss or theft of the User’s SIM card and/or mobile phone, mistake in transacting and unauthorized access to the User´s Account.

5. DISCLOSURE

Personal data collected or received from the User shall be handled with the strictest confidentiality and in compliance with all applicable data privacy laws and regulations. User acknowledges that the processing of User´s data will be performed in conformity with Privacy Policy, and the User hereby confirms that he/she has read, understood and accepted the SPENN Privacy Policy.

User´s data shall be stored and processed strictly in accordance with the purposes relevant to the SPENN Services in the manner specified from time to time including processing data for third-party services to perform identity verification and other similar activities, and for no other purpose or in any other manner except with the express prior written consent of the data owner herein referred to as the User.

The User consents to SPENN and any of its officers, agents and subcontractors processing the Personal Data of the User strictly for the purpose relevant to these Terms and Conditions.

The User also unconditionally consents that SPENN may disclose any information relating to the User as they may consider appropriate to third parties to whom disclosure is permitted or required by any statutory provision or law or for any purpose whatsoever in relation to SPENN Services and these Terms and Conditions; and it is hereby agreed that SPENN and any of its officers, agents, subcontractors may disclose information to the fullest extent permitted by any statutory provisions of the law.

6. CONFIDENTIALITY

SPENN respect the right to privacy and confidentiality of the User´s Personal Data. The User authorizes SPENN to keep and use any or all the information provided to it during the registration process, as well as upon later update of the User´s data; to verify the User´s information and correctly provide the associated SPENN Services

SPENN Rwanda shall hold in confidence and not disclose User´s Confidential Information to third parties except as permitted by these Terms and Conditions.  SPENN shall use Confidential Information to fulfil its obligations and exercise its rights under this Agreement and shall not use Confidential Information for any purpose other than as outlined in this Agreement without prior express written consent of the User.

The User agrees that except as provided by the provisions of any law, or regulation which is binding on the User or unless otherwise agreed in writing with SPENN, the User shall not disclose publicly or otherwise or describe any transactional, legal, marketing, commercial, sales, scientific, information technology, technical and all other Confidential Information received from SPENN, that the User has access to knowingly or unknowingly or made available to the User pursuant to the fulfilment of SPENN´s obligation under these terms and condition.

SPENN shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, report, transfer, or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care.

Where applicable, SPENN shall restrict disclosure to those of its employees, consultants, officers, directors, contractors, and subcontractors who clearly have a need to know such information, and then only to the extent of such need-to-know, and only in furtherance of the specific purpose of this Agreement.

If it is discovered that SPENN has under any circumstances disclosed or otherwise made accessible or known to any third parties including competing entity, any information, documentation, strategies, statistics, commercial, business, price list, Customer information or transaction or so otherwise which it receives from SPENN, its Customers, any of its consultants or other agents, in relation to the SPENN services, the User shall be entitled to terminate the Agreement and claim any damages it may have suffered due to the disclosure by SPENN.

7. USE OF SPENN SERVICES

We may, in our sole discretion, from time to time add new features or/ and functionalities, change, or discontinue providing any part of the SPENN Services.

SPENN does not charge the User any fee for downloading and using SPENN App. SPENN may add additional, paid functionalities at its sole discretion, however the User would only be subscribed to such additional services, should the User confirm willingness to subscribe to such additional services.

The User acknowledges that he/she is fully responsible for the payment of any taxes or governmental fees that apply to the User´s use of SPENN Services rendered through the SPENN App.

The User undertakes not to use SPENN Services for any illegal purpose(s) or in any illegal manner and not to perform any activities that may disrupt the functionality of SPENN Services.

The User acknowledges that to use all the functionalities of SPENN Services, the User requires an adequate internet connection and shall provide SPENN with a valid phone number.

The User warrants that he/she is aware of the risks associated with the usage of technical devices for the purpose of financial operations, including but not limited to internet connection failure.

8. PROMOTIONS

By providing SPENN with a phone number, the User agrees to receive SMS/text messages concerning SPENN Services, including commercial information about new offers, promotions and other marketing information.

SPENN shall cease sending marketing-related communication upon receipt of a written request from the User.

SPENN may also send the User information via other registered channels (e-mail, push notifications), solely to provide the User with important information concerning the functionality of the Services. SPENN is not responsible for any fees charged by the internet providers/mobile carriers in connection with receiving such information sent by SPENN.

9. SUSPENSION AND BLOCKING OF USER´S ACCOUNT

SPENN shall be entitled to suspend, restrict, or block (in whole or in part) the User´s Account without any prior notice and with no liability whatsoever under the occurrence of the following circumstances:

  • Where the User fails to comply with these Terms and Conditions, or any other instructions given by SPENN from time to time.
  • Where the User undertakes activities other than the ones contemplated under these Terms and Conditions in relation to SPENN Services.
  • If SPENN has reason to believe that the User’s account was or is being used in an unauthorized, unlawful, improper, or fraudulent manner in connection with money laundering and terrorism financing, criminal activities or otherwise.
  • Where the User notifies SPENN that the details of the User´s login credentials are forgotten, the sim card is lost, or phone is stolen, or the login credentials have been disclosed to any other party. For purposes of preventing fraudulent use of the services, the User is obliged to inform SPENN immediately of any account access details known or thought to be known by unauthorized persons.
  • Where the User requests for his/her/its Account to be suspended, closed or blocked.
  • For any other reason which is in accordance with the applicable law and regulations.

If User´s Account was suspended due to an act of a lesser significance than the above mentioned, (the requirement of such act shall vary from time to time at the discretion of SPENN), the User´s Account may be restored once the User is no longer in breach and request in writing for restoration.

Accounts suspended for more than one year will be terminated. SPENN reserves the right to immediately terminate the User’s Account if, upon restoration of a suspended Account, the User continues using the Account for acts/wrong practice of any kind whatsoever.

SPENN will not be responsible for any direct, indirect, consequential, or special damages arising from suspending, restricting, or blocking the User’s Account, whether the suspected behaviour being the underlying reason for the User´s Account to be suspended, restricted, or blocked is proven to have occurred or not.

10. TOP-UP AND CASH-OUT TRANSACTIONS

The User acknowledges and agrees that funds credited by the User are stored on one or more separate bank accounts that are maintained at I & M Bank (referred to as “Partner Bank”).

Users can Top up or Cash-out at one of SPENN’s accredited Cashier Partners. SPENN will ensure that the lists of the accredited Cashier Partners are updated. Top-ups and Cash-outs done through a Cashier Partner may be subject to an additional fee.

SPENN is not liable for any losses that occur due to a Top-up made to a Cashier Partner that is not listed as accredited Cashier Partner at the time of making a deposit or due to any fraud or damages caused by the owners or employees of accredited Cashier Partners. Neither shall SPENN be responsible if the Cashier Partner for any reason refuses to perform the Top-up/Cash-out transaction. Such event shall however be reported to SPENN for further investigation.

Should a bank transfer be available as a way to Top-up, SPENN shall not charge any fee for this service. However, the User shall be responsible to pay all the charges imposed by the financial institution of the User´s choice, through which the User completes the bank transfer.

SPENN shall not be liable for any delays or errors of the User or the financial institution of the User´s choice in completing the bank transfer. The User shall be solely responsible to pay all the charges necessary to return the transfer to the sender, should the bank transfer be completed with an error, including but not limited to error(s) in narration or transfer exceeding the transaction limits prescribed under the applicable laws in Rwanda. In other words, the User is entirely responsible for the successful completion of the bank transfer until it reaches SPENN.

SPENN may introduce or discontinue means of Top Up or Cash-out at its sole discretion. Should the new means of Top-up/Cash-out be subject to a fee, SPENN shall notify the User.

Cash-out may differ from one SPENN Service to another subject to the agreement between SPENN, I & M Bank and the User.

11. PAYMENT TRANSACTIONS BETWEEN USERS (SENDING/RECEIVING FUNDS)

The User authorizes SPENN to settle transactions according to the User´s instructions. Once the instruction is provided on the SPENN App, it cannot be revoked, as the blockchain technology cannot be reversed. A User instruction is provided to SPENN when such instruction is properly confirmed in the SPENN App screen, by swiping the “confirm” button. Transacted funds after instructions have been confirmed are non-refundable and non-cancellable.

SPENN shall not be responsible for any errors or omissions made by the User while performing transactions via SPENN App.

In the event of using the SPENN App for payments for any goods or services, SPENN shall not be held liable for any defects, damages, failure to perform services arising from errors of the User in entering the due amount payable to the service provider/seller or any acts or omissions that can raise dispute(s) by the User and the service provider/seller whatsoever.

SPENN may, from time to time and at its sole discretion, require the User to provide additional proof of your identity, e.g., a notarized copy of your passport or written confirmation of the User´s instructions, to enable such User to perform activities through the SPENN Service. In such an event, the afore-mentioned activity may be suspended until SPENN can perform the necessary authentication.

SPENN may assign the transaction limit pursuant to applicable Laws in Rwanda and also change the already assigned limits according to any amendments in the provisions of the applicable law without prior notice.

The history of the User´s transactions is stored in the User SPENN Account to be accessible anytime.

12. REFERRALS

SPENN may, from time to time, launch a temporary reward program where Users can refer their Friends and Family to SPENN and earn a monetary reward, provided that the User´s and the referred person´s registrations are both verified and all specific requirements for the temporary campaign are fulfilled.

To benefit from the reward program, a reward shall be granted to the User for each newly recommended Friend and Family that is registered and verified using the User´s reward code, provided that all requirements for the temporary campaign are fulfilled.

The User confirms that only by registration and successful verification of the Accounts of the Family and Friend will the reward be honoured.

SPENN may, at its sole discretion, introduce further requirements for the reward to be honoured. Specific conditions for each campaign will be announced beforehand. If the referrer or referee’s account is not verified, the amount of reward will be pending for seven consecutive days. On the completion of the seven consecutive days period, if the account is still not verified and the other requirements as announced for the specific campaign are not filled, the reward will automatically be lost and become ineffective.

The verification of the referred person is a further condition for the User to get the reward, notwithstanding the verification of the User.

SPENN may from time to time, at its sole discretion, introduce other special offers, that are limited in time and that fall under these Terms & Conditions. These offers are valid only for the time duration specified by SPENN.

SPENN reserves the right to introduce further or new limitations to the rules of any loyalty program or any special offer, shorten the time of the offer, change the amount of the reward or in any other way amend the loyalty program at its sole discretion. SPENN may also terminate the loyalty program at its discretion.

13. DORMANT ACCOUNTS

SPENN shall follow the applicable laws on dormant accounts in Rwanda.

14. TERMINATION

Either Party may terminate this Agreement at any time by giving the other Party at least 7 days prior written notice of its intention to terminate the Agreement.

Both Parties shall have the right to terminate this agreement if

  1. The other Party fails to perform any of its obligations or commits a material breach of any provisions of these Terms and Conditions which cannot be remedied, or which is capable of being remedied, but the other Party has failed to remedy the breach within seven (7) days of receipt of notification of breach from the other Party.
  2. Either Party may terminate this entire Agreement as to all or the extent of the non-performance and breach of provisions of this Agreement including but not limited to:
    1. failure to provide accurate/complete personal data or failure to update the personal data.
    2. failure to comply with SPENN’s KYC standards.
    3. performance of a suspicious transaction by the Client.
    4. misuse of the Services or any part of the Services.
  3. SPENN may terminate this Agreement with immediate effect, thereby ending the relationship and blocking the User´s account and his/her rights thereof without prior notice or liability to the User or any third party if:
    1. The User practices unethical conduct, suspicious transactions, or fraudulent activities in the Use of SPENN Services and on the SPENN App.
    2. SPENN suspects the occurrence of unauthorized usage of SPENN account
    3. Is being declared bankrupt or insolvent.
    4. In the case of individuals, sole proprietors, or partners, dies or becomes mentally incapacitated.
    5. Violates any provisions of the laws and regulations and such violation warrants terminating the relationship between SPENN and the User.

Upon termination, the right granted to the User shall cease and revert to SPENN.  All amounts owing by either Party to the other shall become immediately due and payable including the cost that SPENN incurred as a result of immediate termination unless SPENN has been otherwise instructed by the relevant authorities to withhold paying amounts due to the User.

Upon termination, the User’s rights shall terminate, and the User´s Account shall be blocked and become inaccessible on the SPENN App.

The provisions of this clause shall survive any termination of these Terms and Conditions. Termination or expiration of this Agreement shall not relieve the User of its obligations regarding confidentiality and nondisclosure.

15. RECORDING AND REPORTING

SPENN shall ensure the safekeeping of all relevant records, data, information, or any other relevant documents of the User.  The Central Bank and I & M Bank shall have free, full unfettered and timely access to the internal systems, documents, reports, records, staff, in so far as SPENN Services and businesses are concerned and shall exercise such powers as it may deem necessary.

User acknowledges that SPENN or any authorized party on behalf of SPENN may keep records of the User´s data, correspondence between the User and SPENN and the history of the User´s transactions. This is to ensure the transparency of SPENN Services.

16. CHANGES TO THESE TERMS & CONDITIONS

To the extent not contrary to the applicable laws, SPENN may at any time at its discretion change and/or amend these Terms and Conditions without prior consent or approval of the Users.

Any modifications and updates to the Terms & Conditions will be posted on www.spenn.com  and in the SPENN App simultaneously, and the title of the document will change to the “last updated” date, accompanied by a 14-day grace period, unless otherwise announced.

Changes due to legal reasons will become effective immediately upon posting them. Changes according to new functionalities of SPENN Services, where previous functionalities remain unchanged, will become effective immediately on www.spenn.com.

Where SPENN considers changes to these Terms & Conditions as reasonably material, SPENN shall notify the User through www.spenn.com, direct communication, or other reasonable means, prior to the change coming into force.

If the User does not agree to such changes, the User must terminate his/her SPENN Account and refrain from using any other SPENN services by written notice to SPENN before the amendment to the Terms & Conditions become effective. Where the User fails to submit a written notice to SPENN and continues using his/her SPENN account or any of the SPENN services, it shall be construed that the User has agreed with and accepted such changes, and such User shall be bound by the amended Terms and Conditions.

17. SUCCESSION

To determine the person who can acquire the funds that are held on the deceased persons’ account, applicable laws that govern the rule of succession in Rwanda will be applied.

18. COMPLAINTS

Where a SPENN Customer is dissatisfied, the Customer may lodge a complaint by contacting SPENN Customer Service through the “Contact Us” Section on the SPENN App or through our website on http://www.spenn.com/help/.

A full description of the complaints handling procedure is available on www.spenn.com.

19. INTELLECTUAL PROPERTY

Intellectual Property shall be referred to as service marks, trademarks and other intellectual property rights in and to SPENN´s Services and Company Materials (including application development, business and technical methodologies, and implementation and business processes, used by SPENN to develop or provide SPENN Services or Company Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Copying, recording, editing, altering, distributing the content of the website or Services is prohibited.

Except for the limited access and use rights granted pursuant to these Terms & Conditions, the User does not acquire any interest in SPENN Services or Company Materials. The User agrees that any suggestions, enhancement requests, feedback, recommendations, or other information provided by the User or the User´s Authorized Personnel relating to the SPENN Services, or the Company Materials may be used by SPENN without restriction or obligation to You.

20. CLIENT WARRANTY

The User warrants that:

  1. He/she is legally capable of entering into an Agreement with SPENN and to be bound by it.
  2. The User is not a Politically Exposed Person and will promptly inform SPENN if he becomes such.
  3. The information provided by the User to SPENN during the User´s registration process and subsequently are true and accurate.
  4. The User expressly consents to have his/her data stored and processed by SPENN or any third parties for the purpose of providing SPENN Services.
  5. The funds transferred to the SPENN belongs exclusively to the Client and are not considered as proceeds of any criminal activity.
  6. The SPENN Services will not be used by the User in any abusive way.
  7. The User declares his awareness that any content available through SPENN Services may be subject to intellectual property rights and declare hereby to respect it.
  8. The User declares his awareness that by posting, uploading, displaying, or otherwise making available any content through the SPENN App, it may become publicly available. The User takes sole responsibility for any consequences arising therefrom.
  9. The User agrees not to perform any activities that may be deemed as an attempt to gain unauthorised access to SPENN Services or take over control or otherwise attempt to breach the security measures implemented by SPENN.
  10. The User declares his awareness that not all the features and/or functionalities offered by SPENN will be available in all geographic locations where the SPENN App is available or that those features/functionalities may vary in the form they are offered. The User will hold SPENN free from any liabilities arising therefrom.

21. DISCLAIMER

The Services, the website and its content are provided “AS IS” and “AS AVAILABLE”. To the extent permitted by applicable laws and regulations, SPENN expressly disclaims all warranties of any kind, whether express or implied including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the above, SPENN makes no warranty that the Services or website will be uninterrupted, timely, continuous, error-free, completely accurate, reliable or suitable for any particular purpose. SPENN disclaims any warranties for virus-free, non-harmful websites and compatibility of SPENN software with the User´s mobile device.

The User acknowledges that he/she has not entered into this Agreement in reliance upon any warranty or representation except those specifically outlined in these terms.

Notwithstanding the above terms, SPENN shall not be held liable for any damage caused to the User as a result of any omission, negligence, deliberate omission or fraud by the financial institution, where the bank accounts with User´s funds are maintained. SPENN makes every effort to ensure that the banks and institutions to which the User’s funds are deposited are of good standing and reputation. However, SPENN shall not be held liable in the event of any loss resulting from deterioration of the financial standing of such bank or institution, or for an event such as a liquidation, receivership or any other event that causes the bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited.

22. LIMITATION OF LIABILITY

SPENN shall hold the User liable for any wrongful or negligent acts or omissions committed by the User in the course of providing SPENN services.

Under no circumstances shall SPENN be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of the use or the inability to use any part of SPENN App, website or SPENN services or any sites linked to the SPENN´s website or resulting from any inaccuracies or errors of information with respect to the content.

SPENN shall not be liable for any loss including financial loss, loss of business, profit, savings, revenue or goodwill; claim, action, expense, damage or injury suffered or sustained by the User whatsoever pursuant to accepting these Terms and Conditions or as a result of its use of the SPENN App and SPENN Services, or suspension and termination of this Agreement whether direct or indirect, consequential or inconsequential and whether foreseeable or not; whether based on contract, tort, negligence, and strict liability or otherwise.

Notwithstanding any of the foregoing, SPENN´s total aggregate liability under this Agreement, if any, will be limited to the amount of the transaction giving rise to such claim to the extent permitted by applicable law.

The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between SPENN and the User.

23. INDEMNIFICATION

The User shall indemnify and hold SPENN, its officers, directors, employees, agents and affiliates or anyone acting on its behalf harmless from and against any loss, damages, action, claims and expenses and any other liabilities of any nature suffered or sustained, regardless of whether the claim is founded or unfounded, which arise due to any default, negligent, wrongful and fraudulent acts or omissions on the part of the User in the course of using SPENN Services.

This indemnity will not apply where the loss, suit, expenses, and any other liabilities of any nature are caused or contributed to (to the extent they are caused or contributed to) by SPENN’s negligence or breach of the Terms and Conditions of this Agreement.

The provisions of this clause shall survive any termination of this Agreement for any reason.

24. FORCE MAJEURE 

In the event of Force Majeure, the obligations of the Parties shall be suspended during the period and to the extent, the party is prevented or hindered from complying with them.

The Party unable to perform its obligations shall notify the other Party as soon as reasonably practicable (and in any event no later than 7 days) of the extent to which the notifying party is unable to perform its obligation.

The notifying party´s obligation shall be suspended for the duration of the delay arising directly out of the Force Majeure Event; and in all cases, the parties must use their best endeavours to minimise the impact of any Force Majeure Event.

If a delay by either party arising directly out of a Force Majeure Event, either Party may choose to terminate the agency agreement.

25. NOTICES

The Parties hereby acknowledge that any communications under this Agreement shall be in writing. Thus, notice may be delivered to the other Party by email or by post. All notices shall be deemed effective when delivered personally, through email, mailed through a registered post or courier service.

SPENN may give notice applicable to SPENN’s general customer base by means of a general notice on the SPENN Service portal, and notices specific to the User by electronic mail to the User´s designated contact’s email address on record with SPENN, or by written communication sent by first-class mail or courier to the User´s address on record in SPENN’s account information.

All written notices shall be deemed received by the other Party if

  1. Personally delivered on the date of delivery
  2. Sent by post within seven (7) days from the date of posting.

Notices sent by email shall be deemed to have been received by the other Party on the next business day following the date of the email being sent.

26. GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the Laws of Rwanda.

Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, or invalidity thereof, between the User and SPENN shall be adjudicated in a competent court in Rwanda.

27. ASSIGNMENT

A User shall not assign, transfer, delegate, or pledge either directly or indirectly its rights or obligations under these Terms and Conditions without SPENN´s prior written consent.

The User agrees that SPENN may assign or transfer subject to fulfilment of any applicable legal and regulatory requirements, any or all its rights and obligations under these Terms and Conditions and any other agreements to a third party without the User´s consent.

The User confirms that, upon any such assignment or transfer taking effect, all rights and obligations of SPENN so assigned or transferred shall become rights or obligations of the transferee, and that any rights of SPENN so assigned may be enforced by the transferee against the User as if the transferee had been a party to, or a beneficiary of the Agreements between SPENN and the User.

28. WAIVER

No failure, omission, or delay by either Party in exercising or enforcing any rights under these terms and conditions shall prejudice, affect, or restrict the other Party´s rights under these Terms and Conditions at law or in equity, nor shall any waiver operate as a waiver of any other rights.

29. ENTIRE AGREEMENT

This Agreement comprises the entire agreement and understanding between the User and SPENN in respect of the matters dealt with herein and supersedes all prior agreements pertaining to the subject matter hereof.

30. SEVERABILITY

If any provision(s) of this Agreement is held to be unenforceable or illegal or contravene any rule, regulation or by law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and this Agreement will be interpreted and enforced as though the provision has never been included and the legality or enforceability of the remaining provisions of this Agreement shall not be affected.

IN ADDITION TO THE ABOVE APPLICABLE TERMS & CONDITIONS, THE FOLLOWING TERMS AND CONDITIONS SHALL SPECIFICALLY APPLY TO SPENN BUSINESS USERS AS SOFTWARE AS A SERVICE USER TERMS AND CONDITIONS. THESE TERMS & CONDITIONS SHALL APPLY TO:

  1. SPENN BUSINESS SOFTWARE AS A SERVICE (SAAS) SOLUTION AND
  2. ANY OTHER RELATED SERVICES THAT SPENN MAY PROVIDE TO THE USER IN CONNECTION WITH SUCH SAAS SOLUTION.

1. USE RIGHTS AND RESTRICTIONS

Subject to the terms of these Terms & Conditions, SPENN grants to the User during the Service Term the non-transferable, non-exclusive right to permit the User´s Authorized Personnel to access and use the SPENN Services (and any Company Materials provided to the User) to allow the User to perform business transactions, payroll transactions and other business functions that SPENN Service is designed to perform, subject to the following restrictions:

    1. The use of the SPENN Services may not include use by third parties
    2. Except as expressly permitted herein, User may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make SPENN Service or the Company Materials available to any third party.
    3. The User may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of SPENN Services or Company Materials or access or use SPENN Services or Company Materials in order to build a similar or competitive product or service.
    4. The User´s use of SPENN Service (in terms of the number of Authorized Personnel, maximum transaction limits and any other legal limitations, etc.) shall conform with the restrictions set forth in these Terms & Conditions and the applicable laws in Rwanda. SPENN may monitor the User´s compliance with these limits and if it detects overuse or misuse, restrict the User´s access to SPENN Services.

All products and services provided by SPENN may be used for lawful purposes only.

2. TECHNICAL SUPPORT

During the Service Term, the Business Entity will be entitled to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for SPENN Service offered by SPENN from time to time.

3. OWNERSHIP OF DATA

To enable SPENN to provide the User with the SPENN´s Services, and subject to the terms of these Terms & Conditions, the User hereby grants to SPENN a non-exclusive right to use, copy, distribute and display User´s data solely in connection with SPENN’s operation of SPENN Services on the User´s behalf.

The User shall have sole responsibility for the accuracy, integrity, and reliability of the User´s data, and SPENN will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of the User´s data. SPENN will protect any of the User´s data provided to SPENN as confidential in accordance with the Confidentiality clause set out in this Agreement and the User Privacy Policy.

4. FEES

  1. The fees for SPENN Service and any additional Services (“Fees”) are set out in the main Agreement between SPENN and the business User.
  2. Fees for SPENN Business usage are payable in advance, irrevocable and non-refundable except as set forth in these Terms & Conditions. The User agrees to provide SPENN with complete and accurate billing and contact information. SPENN will invoice the User monthly in advance of the relevant billing period, and all such amounts invoiced will be due within seven (7) days of the User´s receipt of SPENN’s invoice.
  3. Late payments shall be subject to a service charge of ten per cent (10%) per month, or the maximum charge permitted by law, whichever is less.
  4. The User shall pay all taxes, if any, at the User´s sole and exclusive responsibility.

5. NON-PAYMENT; OTHER SUSPENSION RIGHTS

  1. SPENN may terminate SPENN Services if the billing or contact information provided by the User is false or fraudulent. SPENN also reserves the right, in its discretion, to suspend User´s access and/or use of SPENN Services:
    1. where any fees payment is due but unpaid and the User has been requested but failed to promptly cure such payment failure.
    2. if the User exceeds any limits related to the User´s use of the SPENN Service
    3. if the User fails or refuse to update the User´s data as required by applicable laws.
    4. if there is a suspicion of fraudulent activity or misuse of SPENN Service related to User´s Account.
  2. The User agrees that SPENN shall not be liable to the User nor to any third party for any suspension of SPENN Service resulting from the User´s non-payment of Fees or from any other reason listed in these Terms and Conditions.

6. TERM

The term of the SPENN Services will begin upon acceptance of these Terms & Conditions and shall continue on a month-to-month basis until the service is terminated as provided for in these Terms and Conditions and/or any separate Agreement between the User and SPENN.

Either party may terminate these Terms & Conditions by providing thirty (30) days prior written notice to the other Party. SPENN’s termination rights are in addition to any suspension rights it may have under these Terms & Conditions.

SPENN may terminate the User´s Account if the User engages in any practice that is objectionable, unlawful, threatening, abusive, or that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law.

Upon termination of the Service Term, all Fees then due and payable to SPENN must be paid in full.

The provisions of these Terms & Conditions which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses.

7. LIMITED WARRANTIES

SPENN warrants for a period of thirty (30) days following their delivery that all professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards in the industry. For any breach of this warranty timely reported by the User, the User´s exclusive remedy shall be the re-performance of the deficient professional Services, and if SPENN is unable to re-perform the deficient Professional Services as warranted, the User shall be entitled to recover the portion of the Fees paid to SPENN for such deficient Professional Services, and such refund shall be SPENN’s entire liability. The User warrants that the User´s business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable laws and regulations, as well as these Terms & Conditions, in connection with the User´s use of the SPENN Services, and the User agrees to indemnify and hold SPENN and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, alliance members, other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, including any third party or government claims, and any related costs and expenses (including reasonable attorneys’ fees), arising out of or related to the User´s content, use of SPENN´s Service or Software, or the User´s violation of these Terms & Conditions.

SPENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SPENN BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF THE USER´S USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY THE USER FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

 

8. SPENN, NOT RESPONSIBLE FOR THIRD PARTY CONTENT

SPENN does not warrant in any manner and will not be responsible for any third-party content and User agrees to look solely to the relevant third-party provider (and not SPENN) if and to the extent that the User has any complaints or issues relating to the third-party content or its interaction with SPENN Service.

Welcome to SPENN!

Introduction

The use of all SPENN Services and the SPENN App is subject to these Terms & Conditions. By accessing our website  www.spenn.com, using the SPENN App and any of our other Services, you confirm and acknowledge that you have read and understood these Terms & Conditions and that you agree to comply with its provisions and any ancillary documents and Company policies as amended from time to time made available to you. If you do not agree to these Terms & Conditions, you must not use SPENN or any of our Services.

The Terms and Conditions herein shall regulate the contractual relationship between SPENN, Access Bank and the User.

SPENN Zambia is not a bank.

SPENN shall not provide any insurance to the funds deposited by the User to the SPENN Account. Any Central Bank/government regulations providing insurance to funds kept with our Partner Bank may apply subject to the provisions of the law in force.

SPENN is partnered with Access Bank Ltd., Zambia to offer SPENN services, and a separate agreement is made between You and Access Bank Ltd., and the local laws and regulations provide for funds insurance

If you are under the age of 18, you may not use any of the SPENN Services. To use our Services, you must be eligible under the law to enter an Agreement with SPENN before using any of our Services.

If you are using SPENN Services on behalf of a business/legal entity (i. e. company, association) you warrant that you have the authority to bind the business/legal entity to these Terms &Conditions and that the provisions of these Terms & Conditions shall extend and apply to the said business/legal entity.

These Terms & Conditions may be translated into multiple languages. The English version shall prevail in case of any difficulties with language or legal interpretation.

In the event that any provision(s) of these Terms & Conditions are inconsistent with any applicable law(s) in Zambia, the applicable law(s) shall prevail.

We hope you will enjoy using SPENN!

DEFINITIONS

For the purpose of these Terms & Conditions the following terms should be understood as follows:

Account: A personalized SPENN profile, which every User needs to create before using SPENN Services, following the procedure described hereunder. SPENN does not provide joint accounts.

Agreement: referred to as these Terms and Conditions and any other agreement or consensus between SPENN and the User.

Authorized Personnel: any of the User´s employees, consultants, contractors, or agents authorized by the User to access and use SPENN Service on behalf of the User´s business, subject to satisfactory verification of the Authorized Personnel´s identification data.

Cash In (also referred to as Top-up): cash payment is done by a User to his/her SPENN Account through a SPENN third party partner for the purchase of an e-value payment from the third-party partner which is to be credited in the User’s account.

Cash Out: cash withdrawal received by the User and used in redeeming the e-value of money deducted from the User’s account.

Company Materials: any documentation, user guides and/or other similar materials, and images, animations, videos provided by SPENN to the User in connection with the User´s use of the SPENN Service.

Effective Date: The date on which these “Terms and Conditions” are accepted by the User

Friends and Family: For the purpose of the reward program, Friends and Family are a group of your relatives and/or people that you are acquainted with.

Front End Code: SPENN user interface display and usability platform. This includes, but is not limited to, the layout, colour scheme, source code, etc.

ID/Passport image: A scanned copy of your personal ID/passport or other relevant identification documents, readable and showing no signs of manipulation.

KYC:  Know Your Customer process/procedure under the Laws of Zambia

Partner Bank: Access Bank

Party: SPENN or the User

Politically Exposed Person (PEP): means a natural person who is or who has been entrusted with prominent public functions, as well as their family members and close associates and includes the following:

  • Heads of State/Government, ministers, and deputy(ies) or assistant ministers.
  • members of parliament or similar legislative bodies.
  • members of the governing bodies of political parties.
  • members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances.
  • members of courts of auditors or the boards of central banks.
  • ambassadors, chargés d’affaires and high-ranking officers in the armed forces.
  • members of the administrative, management or supervisory bodies of State-owned enterprises.
  • directors, deputy directors and members of the board or equivalent function of an international organisation.

Proof of address: Any document that sufficiently confirms the address that the User provided in the online registration process (e.g., utility bills, bank statements).

Selfie with ID: A digitalized photography of the User, holding the uploaded identification document, showing both the User´s face and the Identification document. The quality of the photography must be sufficient to recognize the document type and content.

SPENN App: a mobile banking application where the User holds a SPENN Account; owned by Blockbonds A.S., under the management of SPENN Zambia and introduced to the Zambian market in partnership with Access Bank Ltd., Zambia

SPENN Cashier Partner: receives cash payment deposit and withdrawals (Cash in/Cash Out) from Users. The Cashier Partner may charge the User with a fixed fee for the cash in/out operations as agreed upon between the Cashier Partner and the User.

SPENN Services: all financial and non-financial services provided by SPENN including but not limited to cash in, cash out, airtime top-up, bill payment, KYC onboarding of customers AND SPENN Business SaaS Solution that is developed, operated and maintained by SPENN (and its third-party service providers).

SPENN Zambia (also referred to as SPENN or the Company): a company incorporated in Zambia, with its head office at Plot no. 6947 Suez Road, Longacres, Lusaka Province, Lusaka, Zambia.

The Parties: SPENN and the User.

User: fully validated SPENN customers using SPENN services with a registered SPENN account. Under the business section, the User will apply to Business Entity using the SPENN Business Platform.

NOW THEREFORE AND IN CONSIDERATION OF THE AFORESAID, THE PARTIES HAVE AGREED AS FOLLOWS:

1. TERMS

The terms of this Agreement shall begin on the Effective Date and shall continue until the termination by either Party in accordance with the Termination Clause.

2. REGISTRATION

To take full advantage of SPENN Services, the User must download the SPENN App and create an Account.

Prior to this, the User must ensure that he/she:

  • Is legally capable of entering into an Agreement with SPENN under the applicable laws and he/she agree to be bound by the terms of the Agreement entered.
  • Provides all the relevant information required by SPENN to perform the KYC process according to applicable laws and regulations
  • Agree to have his/her data verified by an external entity, solely for the purpose of fulfilling the KYC process requirements

The User may further validate his/her registration on the SPENN Account by:

  • uploading into the SPENN App interface an image of the User´s ID/Passport and a selfie of the User holding his/her ID/Passport
  • providing all the required information into the online form of the SPENN App
  • uploading into the SPENN App interface the required document(s) for registration.

The verification of data/information provided by the User shall be conducted by Blockbonds A.S., or other authorised party, for the sole purpose of fulfilling the KYC process requirements under the applicable laws in Zambia.

Where there are material/non-material changes in any of the data/information provided by the User after the first registration, the User is obliged to promptly inform SPENN. The User may be requested by SPENN to provide additional documentation to authenticate the change.

User´s failure to validate his/her SPENN Account with the required procedure may substantially limit the User’s accessibility to the functionality of the SPENN App.

After successful registration, the User will be provided with a personal SPENN Account. Access to the User´s Account is secured by the unique six-digit password that the User created during the registration process, as well as the word list generated through the registration process.

3. CONDITIONS FOR ACCEPTING USER´S REGISTRATION

A User Registration may be accepted by SPENN if the following conditions are met:

  • The User is a recognized legal person under the applicable laws in Zambia
  • The User has accepted the Terms and Conditions in the manner prescribed.
  • all data/information given by the User is true, accurate and not misleading.
  • The User has not withheld from SPENN any information that may substantially affect SPENN´s decision to provide the User with SPENN Services
  • The User has not been declared bankrupt.

SPENN reserves the right to accept or reject registrations and to refuse to grant access to SPENN Services for any reason. The User will be informed about the status of verification through the SPENN App interface.

SPENN reserves the right to ask for additional documents, if the data provided by the User is inconsistent, contradictory, incomplete or insufficient to fulfil the KYC process purpose. Failure to provide the additional information may result in the rejection of your application to create an account.

If data/information provided by the User is false, insufficient, out of date, inconsistent, contradictory, or incomplete, and the User fails to provide additional information, SPENN may reject the User´s application to create a SPENN Account.

Only after successful completion of the registration and verification process, the Company will grant you full access to its Services.

A User must undergo an identity verification process and maintain his personal data up to date. SPENN reserves the right to require any additional documentation, as may be deemed necessary to confirm the User’s identity prior to accepting the User´s registration.

4. SECURITY MANAGEMENT

The User undertakes to maintain the confidentiality of his/her password and word list and shall keep access to his/her account secured at all times. The User shall not share his/her login credentials with anyone, including the SPENN personnel, under any circumstances.

The User can change his/her pin code by entering the current PIN on the SPENN App and updating it with a new PIN of the User´s choice. An SMS indicating that the PIN has been updated is sent to the User.

For a User that forgets his/her PIN code, the User can reset the PIN by entering his/her recovery password. However, in circumstances where the User forgets his/her PIN and the recovery password, the User can either enter his/her OTP sent via SMS, and thereafter, the User resets his/her PIN. Alternatively, the User may be required to contact the Customer Service for PIN code reset. The authentication of such request may require presenting sufficient proof of identity.

To the extent permitted by applicable laws, the User undertakes to accept the responsibility for all activities that occur under the User´s SPENN Account.

In the event of loss or theft of the User´s SIM card and/or mobile phone; or the User has any reason to believe that unauthorised access to his/her SPENN account has occurred, the User must inform SPENN immediately so that access to the account can be blocked pending the User resolves the matter with the mobile operator, replaces the sim card/phone or proper investigation is conducted on the unauthorized access to the User´s account.

SPENN is at no point responsible for the losses that the User may incur in the event of loss or theft of the User’s SIM card and/or mobile phone, mistake in transacting and unauthorized access to the User´s Account.

5. DISCLOSURE

Personal data collected or received from the User shall be handled with the strictest confidentiality and in compliance with all applicable data privacy laws and regulations. User acknowledges that the processing of User´s data will be performed in conformity with Privacy Policy, and the User hereby confirms that he/she has read, understood, and accepted the SPENN Privacy Policy.

User´s data shall be stored and processed strictly in accordance with the purposes relevant to the SPENN Services in the manner specified from time to time including processing data for third-party services to perform identity verification and other similar activities, and for no other purpose or in any other manner except with the express prior written consent of the data owner herein referred to as the User.

The User consents to SPENN and any of its officers, agents and subcontractors processing the Personal Data of the User strictly for the purpose relevant to these Terms and Conditions.

The User also unconditionally consents that SPENN may disclose any information relating to the User as they may consider appropriate to third parties to whom disclosure is permitted or required by any statutory provision or law or for any purpose whatsoever in relation to SPENN Services and these Terms and Conditions; and it is hereby agreed that SPENN and any of its officers, agents, subcontractors may disclose information to the fullest extent permitted by any statutory provisions of the law.

6. CONFIDENTIALITY

SPENN respect the right to privacy and confidentiality of the User´s Personal Data. The User authorizes SPENN to keep and use any or all the information provided to it during the registration process, as well as upon later update of the User´s data; to verify the User´s information and correctly provide the associated SPENN Services

SPENN Zambia shall hold in confidence and not disclose User´s Confidential Information to third parties except as permitted by these Terms and Conditions.  SPENN shall use Confidential Information to fulfil its obligations and exercise its rights under this Agreement and shall not use Confidential Information for any purpose other than as outlined in this Agreement without prior express written consent of the User.

The User agrees that except as provided by the provisions of any law, or regulation which is binding on the User or unless otherwise agreed in writing with SPENN, the User shall not disclose publicly or otherwise or describe any transactional, legal, marketing, commercial, sales, scientific, information technology, technical and all other Confidential Information received from SPENN, that the User has access to knowingly or unknowingly or made available to the User pursuant to the fulfilment of SPENN´s obligation under these terms and condition.

SPENN shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, report, transfer, or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care.

Where applicable, SPENN shall restrict disclosure to those of its employees, consultants, officers, directors, contractors, and subcontractors who clearly have a need to know such information, and then only to the extent of such need-to-know, and only in furtherance of the specific purpose of this Agreement.

If it is discovered that SPENN has under any circumstances disclosed or otherwise made accessible or known to any third parties including competing entity, any information, documentation, strategies, statistics, commercial, business, price list, Customer information or transaction or so otherwise which it receives from SPENN, its Customers, any of its consultants or other agents, in relation to the SPENN services, the User shall be entitled to terminate the Agreement and claim any damages it may have suffered due to the disclosure by SPENN.

7. USE OF SPENN SERVICES

We may, in our sole discretion, from time to time add new features or/ and functionalities, change, or discontinue providing any part of the SPENN Services.

SPENN does not charge the User any fee for downloading and using SPENN App. SPENN may add additional, paid functionalities at its sole discretion, however the User would only be subscribed to such additional services, should the User confirm willingness to subscribe to such additional services.

The User acknowledges that he/she is fully responsible for the payment of any taxes or governmental fees that apply to the User´s use of SPENN Services rendered through the SPENN App.

The User undertakes not to use SPENN Services for any illegal purpose(s) or in any illegal manner and not to perform any activities that may disrupt the functionality of SPENN Services.

The User acknowledges that to use all the functionalities of SPENN Services, the User requires an adequate internet connection and shall provide SPENN with a valid phone number.

The User warrants that he/she is aware of the risks associated with the usage of technical devices for the purpose of financial operations, including but not limited to internet connection failure.

8. PROMOTIONS

By providing SPENN with a phone number, the User agrees to receive SMS/text messages concerning SPENN Services, including commercial information about new offers, promotions, and other marketing information.

SPENN shall cease sending marketing-related communication upon receipt of a written request from the User.

SPENN may also send the User information via other registered channels (e-mail, push notifications), solely to provide the User with important information concerning the functionality of the Services. SPENN is not responsible for any fees charged by the internet providers/mobile carriers in connection with receiving such information sent by SPENN.

9. SUSPENSION AND BLOCKING OF USER´S ACCOUNT

SPENN shall be entitled to suspend, restrict, or block (in whole or in part) the User´s Account without any prior notice and with no liability whatsoever under the occurrence of the following circumstances:

  • Where the User fails to comply with these Terms and Conditions, or any other instructions given by SPENN from time to time.
  • Where the User undertakes activities other than the ones contemplated under these Terms and Conditions in relation to SPENN Services.
  • If SPENN has reason to believe that the User’s account was or is being used in an unauthorized, unlawful, improper, or fraudulent manner in connection with money laundering and terrorism financing, criminal activities or otherwise.
  • Where the User notifies SPENN that the details of the User´s login credentials are forgotten, the sim card is lost, or phone is stolen, or the login credentials have been disclosed to any other party. For purposes of preventing fraudulent use of the services, the User is obliged to inform SPENN immediately of any account access details known or thought to be known by unauthorized persons.
  • Where the User requests for his/her/its Account to be suspended, closed or blocked.
  • For any other reason which is in accordance with the applicable law and regulations.

If User´s Account was suspended due to an act of a lesser significance than the above mentioned, (the requirement of such act shall vary from time to time at the discretion of SPENN), the User´s Account may be restored once the User is no longer in breach and request in writing for restoration.

Accounts suspended for more than one year will be terminated. SPENN reserves the right to immediately terminate the User’s Account if, upon restoration of a suspended Account, the User continues using the Account for acts/wrong practice of any kind whatsoever.

SPENN will not be responsible for any direct, indirect, consequential, or special damages arising from suspending, restricting, or blocking the User’s Account, whether the suspected behaviour being the underlying reason for the User´s Account to be suspended, restricted, or blocked is proven to have occurred or not.

10. TOP-UP AND CASH-OUT TRANSACTIONS

The User acknowledges and agrees that funds credited by the User are stored on one or more separate bank accounts that are maintained at Access Bank (referred to as “Partner Bank”).

Users can Top up or Cash-out at one of SPENN’s accredited Cashier Partners. SPENN will ensure that the lists of the accredited Cashier Partners are updated. Top-ups and Cash-outs done through a Cashier Partner may be subject to an additional fee.

SPENN is not liable for any losses that occur due to a Top-up made to a Cashier Partner that is not listed as accredited Cashier Partner at the time of making a deposit or due to any fraud or damages caused by the owners or employees of accredited Cashier Partners. Neither shall SPENN be responsible if the Cashier Partner for any reason refuses to perform the Top-up/Cash-out transaction. Such event shall however be reported to SPENN for further investigation.

Should a bank transfer be available as a way to Top-up, SPENN shall not charge any fee for this service. However, the User shall be responsible to pay all the charges imposed by the financial institution of the User´s choice, through which the User completes the bank transfer.

SPENN shall not be liable for any delays or errors of the User or the financial institution of the User´s choice in completing the bank transfer. The User shall be solely responsible to pay all the charges necessary to return the transfer to the sender, should the bank transfer be completed with an error, including but not limited to error(s) in narration or transfer exceeding the transaction limits prescribed under the applicable laws in Zambia. In other words, the User is entirely responsible for the successful completion of the bank transfer until it reaches SPENN.

SPENN may introduce or discontinue means of Top Up or Cash-out at its sole discretion. Should the new means of Top-up/Cash-out be subject to a fee, SPENN shall notify the User.

Cash-out may differ from one SPENN Service to another subject to the agreement between SPENN, Access Bank and the User.

11. PAYMENT TRANSACTIONS BETWEEN USERS (SENDING/RECEIVING FUNDS)

The User authorizes SPENN to settle transactions according to the User´s instructions. Once the instruction is provided on the SPENN App, it cannot be revoked, as the blockchain technology cannot be reversed. A User instruction is provided to SPENN when such instruction is properly confirmed in the SPENN App screen, by swiping the “confirm” button. Transacted funds after instructions have been confirmed are non-refundable and non-cancellable.

SPENN shall not be responsible for any errors or omissions made by the User while performing transactions via SPENN App.

In the event of using the SPENN App for payments for any goods or services, SPENN shall not be held liable for any defects, damages, failure to perform services arising from errors of the User in entering the due amount payable to the service provider/seller or any acts or omissions that can raise dispute(s) by the User and the service provider/seller whatsoever.

SPENN may, from time to time and at its sole discretion, require the User to provide additional proof of your identity, e.g., a notarized copy of your passport or written confirmation of the User´s instructions, to enable such User to perform activities through the SPENN Service. In such an event, the afore-mentioned activity may be suspended until SPENN can perform the necessary authentication.

SPENN may assign the transaction limit pursuant to applicable Laws in Zambia and also change the already assigned limits according to any amendments in the provisions of the applicable law without prior notice.

The history of the User´s transactions is stored in the User SPENN Account to be accessible anytime.

12. REFERRALS

SPENN may, from time to time, launch a temporary reward program where Users can refer their Friends and Family to SPENN and earn a monetary reward, provided that the User´s and the referred person´s registrations are both verified and all specific requirements for the temporary campaign are fulfilled.

To benefit from the reward program, a reward shall be granted to the User for each newly recommended Friend and Family that is registered and verified using the User´s reward code, provided that all requirements for the temporary campaign are fulfilled.

The User confirms that only by registration and successful verification of the Accounts of the Family and Friend will the reward be honoured.

SPENN may, at its sole discretion, introduce further requirements for the reward to be honoured. Specific conditions for each campaign will be announced beforehand. If the referrer or referee’s account is not verified, the amount of reward will be pending for seven consecutive days. On the completion of the seven consecutive days period, if the account is still not verified and the other requirements as announced for the specific campaign are not filled, the reward will automatically be lost and become ineffective.

The verification of the referred person is a further condition for the User to get the reward, notwithstanding the verification of the User.

SPENN may from time to time, at its sole discretion, introduce other special offers, that are limited in time and that fall under these Terms & Conditions. These offers are valid only for the time duration specified by SPENN.

SPENN reserves the right to introduce further or new limitations to the rules of any reward program or any special offer, shorten the time of the offer, change the amount of the reward or in any other way amend the reward program at its sole discretion. SPENN may also terminate the reward program at its discretion.

13. DORMANT ACCOUNTS

SPENN shall follow the applicable laws on dormant accounts in Zambia.

14. TERMINATION

Either Party may terminate this Agreement at any time by giving the other Party at least 7 days prior written notice of its intention to terminate the Agreement.

Both Parties shall have the right to terminate this agreement if

  1. The other Party fails to perform any of its obligations or commits a material breach of any provisions of these Terms and Conditions which cannot be remedied, or which is capable of being remedied, but the other Party has failed to remedy the breach within seven (7) days of receipt of notification of breach from the other Party.
  2. Either Party may terminate this entire Agreement as to all or the extent of the non-performance and breach of provisions of this Agreement including but not limited to:
    1. failure to provide accurate/complete personal data or failure to update the personal data.
    2. failure to comply with SPENN’s KYC standards.
    3. performance of a suspicious transaction by the Client.
    4. misuse of the Services or any part of the Services.
  3. SPENN may terminate this Agreement with immediate effect, thereby ending the relationship and blocking the User´s account and his/her rights thereof without prior notice or liability to the User or any third party if:
    1. The User practices unethical conduct, suspicious transactions, or fraudulent activities in the Use of SPENN Services and on the SPENN App.
    2. SPENN suspects the occurrence of unauthorized usage of SPENN account
    3. Is being declared bankrupt or insolvent.
    4. In the case of individuals, sole proprietors, or partners, dies or becomes mentally incapacitated.
    5. Violates any provisions of the laws and regulations and such violation warrants terminating the relationship between SPENN and the User.

Upon termination, the right granted to the User shall cease and revert to SPENN.  All amounts owing by either Party to the other shall become immediately due and payable including the cost that SPENN incurred as a result of immediate termination unless SPENN has been otherwise instructed by the relevant authorities to withhold paying amounts due to the User.

Upon termination, the User’s rights shall terminate, and the User´s Account shall be blocked and become inaccessible on the SPENN App.

The provisions of this clause shall survive any termination of these Terms and Conditions. Termination or expiration of this Agreement shall not relieve the User of its obligations regarding confidentiality and nondisclosure.

15. RECORDING AND REPORTING

SPENN shall ensure the safekeeping of all relevant records, data, information, or any other relevant documents of the User.  The Central Bank and Access Bank shall have free, full unfettered and timely access to the internal systems, documents, reports, records, staff, in so far as SPENN Services and businesses are concerned and shall exercise such powers as it may deem necessary.

User acknowledges that SPENN or any authorized party on behalf of SPENN may keep records of the User´s data, correspondence between the User and SPENN and the history of the User´s transactions. This is to ensure the transparency of SPENN Services.

16. CHANGES TO THESE TERMS & CONDITIONS

To the extent not contrary to the applicable laws, SPENN may at any time at its discretion change and/or amend these Terms and Conditions without prior consent or approval of the Users.

Any modifications and updates to the Terms & Conditions will be posted on www.spenn.com  and in the SPENN App simultaneously, and the title of the document will change to the “last updated” date, accompanied by a 14-day grace period, unless otherwise announced.

Changes due to legal reasons will become effective immediately upon posting them. Changes according to new functionalities of SPENN Services, where previous functionalities remain unchanged, will become effective immediately on www.spenn.com.

Where SPENN considers changes to these Terms & Conditions as reasonably material, SPENN shall notify the User through www.spenn.com, direct communication, or other reasonable means, prior to the change coming into force.

If the User does not agree to such changes, the User must terminate his/her SPENN Account and refrain from using any other SPENN services by written notice to SPENN before the amendment to the Terms & Conditions become effective. Where the User fails to submit a written notice to SPENN and continues using his/her SPENN account or any of the SPENN services, it shall be construed that the User has agreed with and accepted such changes, and such User shall be bound by the amended Terms and Conditions.

17. SUCCESSION

To determine the person who can acquire the funds that are held on the deceased persons’ account, applicable laws that govern the rule of succession in Zambia will be applied.

18. COMPLAINTS

Where a SPENN Customer is dissatisfied, the Customer may lodge a complaint by contacting SPENN Customer Service through the “Contact Us” Section on the SPENN App or through our website on http://www.spenn.com/help/.

A full description of the complaints handling procedure is available on www.spenn.com.

19. INTELLECTUAL PROPERTY

Intellectual Property shall be referred to as service marks, trademarks and other intellectual property rights in and to SPENN´s Services and Company Materials (including application development, business and technical methodologies, and implementation and business processes, used by SPENN to develop or provide SPENN Services or Company Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Copying, recording, editing, altering, distributing the content of the website or Services is prohibited.

Except for the limited access and use rights granted pursuant to these Terms & Conditions, the User does not acquire any interest in SPENN Services or Company Materials. The User agrees that any suggestions, enhancement requests, feedback, recommendations, or other information provided by the User or the User´s Authorized Personnel relating to the SPENN Services, or the Company Materials may be used by SPENN without restriction or obligation to You.

20. CLIENT WARRANTY

The User warrants that:

  1. He/she is legally capable of entering into an Agreement with SPENN and to be bound by it.
  2. The User is not a Politically Exposed Person and will promptly inform SPENN if he becomes such.
  3. The information provided by the User to SPENN during the User´s registration process and subsequently are true and accurate.
  4. The User expressly consents to have his/her data stored and processed by SPENN or any third parties for the purpose of providing SPENN Services.
  5. The funds transferred to the SPENN belongs exclusively to the Client and are not considered as proceeds of any criminal activity.
  6. The SPENN Services will not be used by the User in any abusive way.
  7. The User declares his awareness that any content available through SPENN Services may be subject to intellectual property rights and declare hereby to respect it.
  8. The User declares his awareness that by posting, uploading, displaying, or otherwise making available any content through the SPENN App, it may become publicly available. The User takes sole responsibility for any consequences arising therefrom.
  9. The User agrees not to perform any activities that may be deemed as an attempt to gain unauthorised access to SPENN Services or take over control or otherwise attempt to breach the security measures implemented by SPENN.
  10. The User declares his awareness that not all the features and/or functionalities offered by SPENN will be available in all geographic locations where the SPENN App is available or that those features/functionalities may vary in the form they are offered. The User will hold SPENN free from any liabilities arising therefrom.

21. DISCLAIMER

The Services, the website and its content are provided “AS IS” and “AS AVAILABLE”. To the extent permitted by applicable laws and regulations, SPENN expressly disclaims all warranties of any kind, whether express or implied including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Without limiting the above, SPENN makes no warranty that the Services or website will be uninterrupted, timely, continuous, error-free, completely accurate, reliable, or suitable for any particular purpose. SPENN disclaims any warranties for virus-free, non-harmful websites and compatibility of SPENN software with the User´s mobile device.

The User acknowledges that he/she has not entered into this Agreement in reliance upon any warranty or representation except those specifically outlined in these terms.

Notwithstanding the above terms, SPENN shall not be held liable for any damage caused to the User as a result of any omission, negligence, deliberate omission or fraud by the financial institution, where the bank accounts with User´s funds are maintained. SPENN makes every effort to ensure that the banks and institutions to which the User’s funds are deposited are of good standing and reputation. However, SPENN shall not be held liable in the event of any loss resulting from deterioration of the financial standing of such bank or institution, or for an event such as a liquidation, receivership or any other event that causes the bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited.

22. LIMITATION OF LIABILITY

SPENN shall hold the User liable for any wrongful or negligent acts or omissions committed by the User in the course of providing SPENN services.

Under no circumstances shall SPENN be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of the use or the inability to use any part of SPENN App, website or SPENN services or any sites linked to the SPENN´s website or resulting from any inaccuracies or errors of information with respect to the content.

SPENN shall not be liable for any loss including financial loss, loss of business, profit, savings, revenue or goodwill; claim, action, expense, damage or injury suffered or sustained by the User whatsoever pursuant to accepting these Terms and Conditions or as a result of its use of the SPENN App and SPENN Services, or suspension and termination of this Agreement whether direct or indirect, consequential or inconsequential and whether foreseeable or not; whether based on contract, tort, negligence, and strict liability or otherwise.

Notwithstanding any of the foregoing, SPENN´s total aggregate liability under this Agreement, if any, will be limited to the amount of the transaction giving rise to such claim to the extent permitted by applicable law.

The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between SPENN and the User.

23. INDEMNIFICATION

The User shall indemnify and hold SPENN, its officers, directors, employees, agents and affiliates or anyone acting on its behalf harmless from and against any loss, damages, action, claims and expenses and any other liabilities of any nature suffered or sustained, regardless of whether the claim is founded or unfounded, which arise due to any default, negligent, wrongful and fraudulent acts or omissions on the part of the User in the course of using SPENN Services.

This indemnity will not apply where the loss, suit, expenses, and any other liabilities of any nature are caused or contributed to (to the extent they are caused or contributed to) by SPENN’s negligence or breach of the Terms and Conditions of this Agreement.

The provisions of this clause shall survive any termination of this Agreement for any reason.

24. FORCE MAJEURE 

In the event of Force Majeure, the obligations of the Parties shall be suspended during the period and to the extent, the party is prevented or hindered from complying with them.

The Party unable to perform its obligations shall notify the other Party as soon as reasonably practicable (and in any event no later than 7 days) of the extent to which the notifying party is unable to perform its obligation.

The notifying party´s obligation shall be suspended for the duration of the delay arising directly out of the Force Majeure Event; and in all cases, the parties must use their best endeavours to minimise the impact of any Force Majeure Event.

If a delay by either party arising directly out of a Force Majeure Event, either Party may choose to terminate the agency agreement.

25. NOTICES

The Parties hereby acknowledge that any communications under this Agreement shall be in writing. Thus, notice may be delivered to the other Party by email or by post. All notices shall be deemed effective when delivered personally, through email, mailed through a registered post or courier service.

SPENN may give notice applicable to SPENN’s general customer base by means of a general notice on the SPENN Service portal, and notices specific to the User by electronic mail to the User´s designated contact’s email address on record with SPENN, or by written communication sent by first-class mail or courier to the User´s address on record in SPENN’s account information.

All written notices shall be deemed received by the other Party if

  1. Personally delivered on the date of delivery
  2. Sent by post within seven (7) days from the date of posting.

Notices sent by email shall be deemed to have been received by the other Party on the next business day following the date of the email being sent.

26. GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the Laws of Zambia.

Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, or invalidity thereof, between the User and SPENN shall be adjudicated in a competent court in Zambia.

27. ASSIGNMENT

A User shall not assign, transfer, delegate, or pledge either directly or indirectly its rights or obligations under these Terms and Conditions without SPENN´s prior written consent.

The User agrees that SPENN may assign or transfer subject to fulfilment of any applicable legal and regulatory requirements, any or all its rights and obligations under these Terms and Conditions and any other agreements to a third party without the User´s consent.

The User confirms that, upon any such assignment or transfer taking effect, all rights, and obligations of SPENN so assigned or transferred shall become rights or obligations of the transferee, and that any rights of SPENN so assigned may be enforced by the transferee against the User as if the transferee had been a party to, or a beneficiary of the Agreements between SPENN and the User.

28. WAIVER

No failure, omission, or delay by either Party in exercising or enforcing any rights under these terms and conditions shall prejudice, affect, or restrict the other Party´s rights under these Terms and Conditions at law or in equity, nor shall any waiver operate as a waiver of any other rights.

29. ENTIRE AGREEMENT

This Agreement comprises the entire agreement and understanding between the User and SPENN in respect of the matters dealt with herein and supersedes all prior agreements pertaining to the subject matter hereof.

30. SEVERABILITY

If any provision(s) of this Agreement is held to be unenforceable or illegal or contravene any rule, regulation or by law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and this Agreement will be interpreted and enforced as though the provision has never been included and the legality or enforceability of the remaining provisions of this Agreement shall not be affected.

IN ADDITION TO THE ABOVE APPLICABLE TERMS & CONDITIONS, THE FOLLOWING TERMS AND CONDITIONS SHALL SPECIFICALLY APPLY TO SPENN BUSINESS USERS AS SOFTWARE AS A SERVICE USER TERMS AND CONDITIONS. THESE TERMS & CONDITIONS SHALL APPLY TO:

  1. SPENN BUSINESS SOFTWARE AS A SERVICE (SAAS) SOLUTION AND
  2. ANY OTHER RELATED SERVICES THAT SPENN MAY PROVIDE TO THE USER IN CONNECTION WITH SUCH SAAS SOLUTION.

1. USE RIGHTS AND RESTRICTIONS

Subject to the terms of these Terms & Conditions, SPENN grants to the User during the Service Term the non-transferable, non-exclusive right to permit the User´s Authorized Personnel to access and use the SPENN Services (and any Company Materials provided to the User) to allow the User to perform business transactions, payroll transactions and other business functions that SPENN Service is designed to perform, subject to the following restrictions:

    1. The use of the SPENN Services may not include use by third parties
    2. Except as expressly permitted herein, User may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make SPENN Service or the Company Materials available to any third party.
    3. The User may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of SPENN Services or Company Materials or access or use SPENN Services or Company Materials in order to build a similar or competitive product or service.
    4. The User´s use of SPENN Service (in terms of the number of Authorized Personnel, maximum transaction limits and any other legal limitations, etc.) shall conform with the restrictions set forth in these Terms & Conditions and the applicable laws in Zambia. SPENN may monitor the User´s compliance with these limits and if it detects overuse or misuse, restrict the User´s access to SPENN Services.

All products and services provided by SPENN may be used for lawful purposes only.

2. TECHNICAL SUPPORT

During the Service Term, the Business Entity will be entitled to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for SPENN Service offered by SPENN from time to time.

3. OWNERSHIP OF DATA

To enable SPENN to provide the User with the SPENN´s Services, and subject to the terms of these Terms & Conditions, the User hereby grants to SPENN a non-exclusive right to use, copy, distribute and display User´s data solely in connection with SPENN’s operation of SPENN Services on the User´s behalf.

The User shall have sole responsibility for the accuracy, integrity, and reliability of the User´s data, and SPENN will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of the User´s data. SPENN will protect any of the User´s data provided to SPENN as confidential in accordance with the Confidentiality clause set out in this Agreement and the User Privacy Policy.

4. FEES

  1. The fees for SPENN Service and any additional Services (“Fees”) are set out in the main Agreement between SPENN and the business User.
  2. Fees for SPENN Business usage are payable in advance, irrevocable and non-refundable except as set forth in these Terms & Conditions. The User agrees to provide SPENN with complete and accurate billing and contact information. SPENN will invoice the User monthly in advance of the relevant billing period, and all such amounts invoiced will be due within seven (7) days of the User´s receipt of SPENN’s invoice.
  3. Late payments shall be subject to a service charge of ten per cent (10%) per month, or the maximum charge permitted by law, whichever is less.
  4. The User shall pay all taxes, if any, at the User´s sole and exclusive responsibility.

5. NON-PAYMENT; OTHER SUSPENSION RIGHTS

  1. SPENN may terminate SPENN Services if the billing or contact information provided by the User is false or fraudulent. SPENN also reserves the right, in its discretion, to suspend User´s access and/or use of SPENN Services:
    1. where any fees payment is due but unpaid and the User has been requested but failed to promptly cure such payment failure.
    2. if the User exceeds any limits related to the User´s use of the SPENN Service
    3. if the User fails or refuse to update the User´s data as required by applicable laws.
    4. if there is a suspicion of fraudulent activity or misuse of SPENN Service related to User´s Account.
  2. The User agrees that SPENN shall not be liable to the User nor to any third party for any suspension of SPENN Service resulting from the User´s non-payment of Fees or from any other reason listed in these Terms and Conditions.

6. TERM

The term of the SPENN Services will begin upon acceptance of these Terms & Conditions and shall continue on a month-to-month basis until the service is terminated as provided for in these Terms and Conditions and/or any separate Agreement between the User and SPENN.

Either party may terminate these Terms & Conditions by providing thirty (30) days prior written notice to the other Party. SPENN’s termination rights are in addition to any suspension rights it may have under these Terms & Conditions.

SPENN may terminate the User´s Account if the User engages in any practice that is objectionable, unlawful, threatening, abusive, or that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law.

Upon termination of the Service Term, all Fees then due and payable to SPENN must be paid in full.

The provisions of these Terms & Conditions which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses.

7. LIMITED WARRANTIES

SPENN warrants for a period of thirty (30) days following their delivery that all professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards in the industry. For any breach of this warranty timely reported by the User, the User´s exclusive remedy shall be the re-performance of the deficient professional Services, and if SPENN is unable to re-perform the deficient Professional Services as warranted, the User shall be entitled to recover the portion of the Fees paid to SPENN for such deficient Professional Services, and such refund shall be SPENN’s entire liability. The User warrants that the User´s business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable laws and regulations, as well as these Terms & Conditions, in connection with the User´s use of the SPENN Services, and the User agrees to indemnify and hold SPENN and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, alliance members, other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, including any third party or government claims, and any related costs and expenses (including reasonable attorneys’ fees), arising out of or related to the User´s content, use of SPENN´s Service or Software, or the User´s violation of these Terms & Conditions.

SPENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SPENN BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF THE USER´S USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY THE USER FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

8. SPENN, NOT RESPONSIBLE FOR THIRD PARTY CONTENT

SPENN does not warrant in any manner and will not be responsible for any third-party content and User agrees to look solely to the relevant third-party provider (and not SPENN) if and to the extent that the User has any complaints or issues relating to the third-party content or its interaction with SPENN Service.

Welcome to SPENN!

Introduction

The use of all SPENN Services and the SPENN App is subject to these Terms & Conditions. By accessing our website  www.spenn.com, using the SPENN App and any of our other Services, you confirm and acknowledge that you have read and understood these Terms & Conditions and that you agree to comply with its provisions and any ancillary documents and Company policies as amended from time to time made available to you. If you do not agree to these Terms & Conditions, you must not use SPENN or any of our Services.

The Terms and Conditions herein shall regulate the contractual relationship between SPENN, I & M Bank and the User.

SPENN Tanzania is not a bank.

SPENN shall not provide any insurance to the funds deposited by the User to the SPENN Account. Any Central Bank/government regulations providing insurance to funds kept with our Partner Bank may apply subject to the provisions of the law in force.

SPENN is partnered with I & M Bank Ltd., Tanzania to offer SPENN services, and a separate agreement is made between You and I & M Bank Ltd., and the local laws and regulations provide for funds insurance

If you are under the age of 18, you may not use any of the SPENN Services. To use our Services, you must be eligible under the law to enter an Agreement with SPENN before using any of our Services.

If you are using SPENN Services on behalf of a business/legal entity (i. e. company, association) you warrant that you have the authority to bind the business/legal entity to these Terms &Conditions and that the provisions of these Terms & Conditions shall extend and apply to the said business/legal entity.

These Terms & Conditions may be translated into multiple languages. The English version shall prevail in case of any difficulties with language or legal interpretation.

In the event that any provision(s) of these Terms & Conditions are inconsistent with any applicable law(s) in Tanzania, the applicable law(s) shall prevail.

We hope you will enjoy using SPENN!

DEFINITIONS

For the purpose of these Terms & Conditions the following terms should be understood as follows:

Account: A personalized SPENN profile, which every User needs to create before using SPENN Services, following the procedure described hereunder. SPENN does not provide joint accounts.

Agreement: referred to as these Terms and Conditions and any other agreement or consensus between SPENN and the User.

Authorized Personnel: any of the User´s employees, consultants, contractors, or agents authorized by the User to access and use SPENN Service on behalf of the User´s business, subject to satisfactory verification of the Authorized Personnel´s identification data.

Cash In (also referred to as Top-up): cash payment is done by a User to his/her SPENN Account through a SPENN third party partner for the purchase of an e-value payment from the third-party partner which is to be credited in the User’s account.

Cash Out: cash withdrawal received by the User and used in redeeming the e-value of money deducted from the User’s account.

Company Materials: any documentation, user guides and/or other similar materials, and images, animations, videos provided by SPENN to the User in connection with the User´s use of the SPENN Service.

Effective Date: The date on which these “Terms and Conditions” are accepted by the User

Friends and Family: For the purpose of the reward program, Friends and Family are a group of your relatives and/or people that you are acquainted with.

Front End Code: SPENN user interface display and usability platform. This includes, but is not limited to, the layout, colour scheme, source code, etc.

ID/Passport image: A scanned copy of your personal ID/passport or other relevant identification documents, readable and showing no signs of manipulation.

KYC:  Know Your Customer process/procedure under the Laws of Tanzania

Partner Bank: I & M Bank Limited, Tanzania

Party: SPENN or the User

Politically Exposed Person (PEP): means a natural person who is or who has been entrusted with prominent public functions, as well as their family members and close associates and includes the following:

  • Heads of State/Government, ministers, and deputy(ies) or assistant ministers.
  • members of parliament or similar legislative bodies.
  • members of the governing bodies of political parties.
  • members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances.
  • members of courts of auditors or the boards of central banks.
  • ambassadors, chargés d’affaires and high-ranking officers in the armed forces.
  • members of the administrative, management or supervisory bodies of State-owned enterprises.
  • directors, deputy directors and members of the board or equivalent function of an international organisation.

Proof of address: Any document that sufficiently confirms the address that the User provided in the online registration process (e.g., utility bills, bank statements).

Selfie with ID: A digitalized photography of the User, holding the uploaded identification document, showing both the User´s face and the Identification document. The quality of the photography must be sufficient to recognize the document type and content.

SPENN App: a mobile banking application where the User holds a SPENN Account; owned by Blockbonds A.S., under the management of SPENN Tanzania and introduced to the Tanzanian market in partnership with I & M Bank Ltd., Tanzania

SPENN Cashier Partner: receives cash payment deposit and withdrawals (Cash in/Cash Out) from Users. The Cashier Partner may charge the User with a fixed fee for the cash in/out operations as agreed upon between the Cashier Partner and the User.

SPENN Services: all financial and non-financial services provided by SPENN including but not limited to cash in, cash out, airtime top-up, bill payment, KYC onboarding of customers AND SPENN Business SaaS Solution that is developed, operated and maintained by SPENN (and its third-party service providers).

SPENN Tanzania (also referred to as SPENN or the Company): a company incorporated in Tanzania, with its head office at Summit Tower, 45/7 Lubumba Street, Ilala CBD, Kariakoo, 11106 Dar es Salaam, Tanzania.

The Parties: SPENN and the User.

User: fully validated SPENN customers using SPENN services with a registered SPENN account. Under the business section, the User will apply to Business Entity using the SPENN Business Platform.

NOW THEREFORE AND IN CONSIDERATION OF THE AFORESAID, THE PARTIES HAVE AGREED AS FOLLOWS:

1. TERMS

The terms of this Agreement shall begin on the Effective Date and shall continue until the termination by either Party in accordance with the Termination Clause.

2. REGISTRATION

To take full advantage of SPENN Services, the User must download the SPENN App and create an Account.

Prior to this, the User must ensure that he/she:

  • Is legally capable of entering into an Agreement with SPENN under the applicable laws and he/she agree to be bound by the terms of the Agreement entered.
  • Provides all the relevant information required by SPENN to perform the KYC process according to applicable laws and regulations
  • Agree to have his/her data verified by an external entity, solely for the purpose of fulfilling the KYC process requirements

The User may further validate his/her registration on the SPENN Account by:

  • uploading into the SPENN App interface an image of the User´s ID/Passport and a selfie of the User holding his/her ID/Passport
  • providing all the required information into the online form of the SPENN App
  • uploading into the SPENN App interface the required document(s) for registration.

The verification of data/information provided by the User shall be conducted by Blockbonds A.S., or other authorised party, for the sole purpose of fulfilling the KYC process requirements under the applicable laws in Tanzania.

Where there are material/non-material changes in any of the data/information provided by the User after the first registration, the User is obliged to promptly inform SPENN. The User may be requested by SPENN to provide additional documentation to authenticate the change.

User´s failure to validate his/her SPENN Account with the required procedure may substantially limit the User’s accessibility to the functionality of the SPENN App.

After successful registration, the User will be provided with a personal SPENN Account. Access to the User´s Account is secured by the unique six-digit password that the User created during the registration process, as well as the word list generated through the registration process.

3. CONDITIONS FOR ACCEPTING USER´S REGISTRATION

A User Registration may be accepted by SPENN if the following conditions are met:

  • The User is a recognized legal person under the applicable laws in Tanzania
  • The User has accepted the Terms and Conditions in the manner prescribed.
  • all data/information given by the User is true, accurate and not misleading.
  • The User has not withheld from SPENN any information that may substantially affect SPENN´s decision to provide the User with SPENN Services
  • The User has not been declared bankrupt.

SPENN reserves the right to accept or reject registrations and to refuse to grant access to SPENN Services for any reason. The User will be informed about the status of verification through the SPENN App interface.

SPENN reserves the right to ask for additional documents, if the data provided by the User is inconsistent, contradictory, incomplete or insufficient to fulfil the KYC process purpose. Failure to provide the additional information may result in the rejection of your application to create an account.

If data/information provided by the User is false, insufficient, out of date, inconsistent, contradictory, or incomplete, and the User fails to provide additional information, SPENN may reject the User´s application to create a SPENN Account.

Only after successful completion of the registration and verification process, the Company will grant you full access to its Services.

A User must undergo an identity verification process and maintain his personal data up to date. SPENN reserves the right to require any additional documentation, as may be deemed necessary to confirm the User’s identity prior to accepting the User´s registration.

4. SECURITY MANAGEMENT

The User undertakes to maintain the confidentiality of his/her password and word list and shall keep access to his/her account secured at all times. The User shall not share his/her login credentials with anyone, including the SPENN personnel, under any circumstances.

The User can change his/her pin code by entering the current PIN on the SPENN App and updating it with a new PIN of the User´s choice. An SMS indicating that the PIN has been updated is sent to the User.

For a User that forgets his/her PIN code, the User can reset the PIN by entering his/her recovery password. However, in circumstances where the User forgets his/her PIN and the recovery password, the User can either enter his/her OTP sent via SMS, and thereafter, the User resets his/her PIN. Alternatively, the User may be required to contact the Customer Service for PIN code reset. The authentication of such request may require presenting sufficient proof of identity.

To the extent permitted by applicable laws, the User undertakes to accept the responsibility for all activities that occur under the User´s SPENN Account.

In the event of loss or theft of the User´s SIM card and/or mobile phone; or the User has any reason to believe that unauthorised access to his/her SPENN account has occurred, the User must inform SPENN immediately so that access to the account can be blocked pending the User resolves the matter with the mobile operator, replaces the sim card/phone or proper investigation is conducted on the unauthorized access to the User´s account.

SPENN is at no point responsible for the losses that the User may incur in the event of loss or theft of the User’s SIM card and/or mobile phone, mistake in transacting and unauthorized access to the User´s Account.

5. DISCLOSURE

Personal data collected or received from the User shall be handled with the strictest confidentiality and in compliance with all applicable data privacy laws and regulations. User acknowledges that the processing of User´s data will be performed in conformity with Privacy Policy, and the User hereby confirms that he/she has read, understood, and accepted the SPENN Privacy Policy.

User´s data shall be stored and processed strictly in accordance with the purposes relevant to the SPENN Services in the manner specified from time to time including processing data for third-party services to perform identity verification and other similar activities, and for no other purpose or in any other manner except with the express prior written consent of the data owner herein referred to as the User.

The User consents to SPENN and any of its officers, agents and subcontractors processing the Personal Data of the User strictly for the purpose relevant to these Terms and Conditions.

The User also unconditionally consents that SPENN may disclose any information relating to the User as they may consider appropriate to third parties to whom disclosure is permitted or required by any statutory provision or law or for any purpose whatsoever in relation to SPENN Services and these Terms and Conditions; and it is hereby agreed that SPENN and any of its officers, agents, subcontractors may disclose information to the fullest extent permitted by any statutory provisions of the law.

6. CONFIDENTIALITY

SPENN respect the right to privacy and confidentiality of the User´s Personal Data. The User authorizes SPENN to keep and use any or all the information provided to it during the registration process, as well as upon later update of the User´s data; to verify the User´s information and correctly provide the associated SPENN Services

SPENN Tanzania shall hold in confidence and not disclose User´s Confidential Information to third parties except as permitted by these Terms and Conditions.  SPENN shall use Confidential Information to fulfil its obligations and exercise its rights under this Agreement and shall not use Confidential Information for any purpose other than as outlined in this Agreement without prior express written consent of the User.

The User agrees that except as provided by the provisions of any law, or regulation which is binding on the User or unless otherwise agreed in writing with SPENN, the User shall not disclose publicly or otherwise or describe any transactional, legal, marketing, commercial, sales, scientific, information technology, technical and all other Confidential Information received from SPENN, that the User has access to knowingly or unknowingly or made available to the User pursuant to the fulfilment of SPENN´s obligation under these terms and condition.

SPENN shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, report, transfer, or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care.

Where applicable, SPENN shall restrict disclosure to those of its employees, consultants, officers, directors, contractors, and subcontractors who clearly have a need to know such information, and then only to the extent of such need-to-know, and only in furtherance of the specific purpose of this Agreement.

If it is discovered that SPENN has under any circumstances disclosed or otherwise made accessible or known to any third parties including competing entity, any information, documentation, strategies, statistics, commercial, business, price list, Customer information or transaction or so otherwise which it receives from SPENN, its Customers, any of its consultants or other agents, in relation to the SPENN services, the User shall be entitled to terminate the Agreement and claim any damages it may have suffered due to the disclosure by SPENN.

7. USE OF SPENN SERVICES

We may, in our sole discretion, from time to time add new features or/ and functionalities, change, or discontinue providing any part of the SPENN Services.

SPENN does not charge the User any fee for downloading and using SPENN App. SPENN may add additional, paid functionalities at its sole discretion, however the User would only be subscribed to such additional services, should the User confirm willingness to subscribe to such additional services.

The User acknowledges that he/she is fully responsible for the payment of any taxes or governmental fees that apply to the User´s use of SPENN Services rendered through the SPENN App.

The User undertakes not to use SPENN Services for any illegal purpose(s) or in any illegal manner and not to perform any activities that may disrupt the functionality of SPENN Services.

The User acknowledges that to use all the functionalities of SPENN Services, the User requires an adequate internet connection and shall provide SPENN with a valid phone number.

The User warrants that he/she is aware of the risks associated with the usage of technical devices for the purpose of financial operations, including but not limited to internet connection failure.

8. PROMOTIONS

By providing SPENN with a phone number, the User agrees to receive SMS/text messages concerning SPENN Services, including commercial information about new offers, promotions, and other marketing information.

SPENN shall cease sending marketing-related communication upon receipt of a written request from the User.

SPENN may also send the User information via other registered channels (e-mail, push notifications), solely to provide the User with important information concerning the functionality of the Services. SPENN is not responsible for any fees charged by the internet providers/mobile carriers in connection with receiving such information sent by SPENN.

9. SUSPENSION AND BLOCKING OF USER´S ACCOUNT

SPENN shall be entitled to suspend, restrict, or block (in whole or in part) the User´s Account without any prior notice and with no liability whatsoever under the occurrence of the following circumstances:

  • Where the User fails to comply with these Terms and Conditions, or any other instructions given by SPENN from time to time.
  • Where the User undertakes activities other than the ones contemplated under these Terms and Conditions in relation to SPENN Services.
  • If SPENN has reason to believe that the User’s account was or is being used in an unauthorized, unlawful, improper, or fraudulent manner in connection with money laundering and terrorism financing, criminal activities or otherwise.
  • Where the User notifies SPENN that the details of the User´s login credentials are forgotten, the sim card is lost, or phone is stolen, or the login credentials have been disclosed to any other party. For purposes of preventing fraudulent use of the services, the User is obliged to inform SPENN immediately of any account access details known or thought to be known by unauthorized persons.
  • Where the User requests for his/her/its Account to be suspended, closed or blocked.
  • For any other reason which is in accordance with the applicable law and regulations.

If User´s Account was suspended due to an act of a lesser significance than the above mentioned, (the requirement of such act shall vary from time to time at the discretion of SPENN), the User´s Account may be restored once the User is no longer in breach and request in writing for restoration.

Accounts suspended for more than one year will be terminated. SPENN reserves the right to immediately terminate the User’s Account if, upon restoration of a suspended Account, the User continues using the Account for acts/wrong practice of any kind whatsoever.

SPENN will not be responsible for any direct, indirect, consequential, or special damages arising from suspending, restricting, or blocking the User’s Account, whether the suspected behaviour being the underlying reason for the User´s Account to be suspended, restricted, or blocked is proven to have occurred or not.

10. TOP-UP AND CASH-OUT TRANSACTIONS

The User acknowledges and agrees that funds credited by the User are stored on one or more separate bank accounts that are maintained at I & M Bank (referred to as “Partner Bank”).

Users can Top up or Cash-out at one of SPENN’s accredited Cashier Partners. SPENN will ensure that the lists of the accredited Cashier Partners are updated. Top-ups and Cash-outs done through a Cashier Partner may be subject to an additional fee.

SPENN is not liable for any losses that occur due to a Top-up made to a Cashier Partner that is not listed as accredited Cashier Partner at the time of making a deposit or due to any fraud or damages caused by the owners or employees of accredited Cashier Partners. Neither shall SPENN be responsible if the Cashier Partner for any reason refuses to perform the Top-up/Cash-out transaction. Such event shall however be reported to SPENN for further investigation.

Should a bank transfer be available as a way to Top-up, SPENN shall not charge any fee for this service. However, the User shall be responsible to pay all the charges imposed by the financial institution of the User´s choice, through which the User completes the bank transfer.

SPENN shall not be liable for any delays or errors of the User or the financial institution of the User´s choice in completing the bank transfer. The User shall be solely responsible to pay all the charges necessary to return the transfer to the sender, should the bank transfer be completed with an error, including but not limited to error(s) in narration or transfer exceeding the transaction limits prescribed under the applicable laws in Tanzania. In other words, the User is entirely responsible for the successful completion of the bank transfer until it reaches SPENN.

SPENN may introduce or discontinue means of Top Up or Cash-out at its sole discretion. Should the new means of Top-up/Cash-out be subject to a fee, SPENN shall notify the User.

Cash-out may differ from one SPENN Service to another subject to the agreement between SPENN, I & M Bank and the User.

11. PAYMENT TRANSACTIONS BETWEEN USERS (SENDING/RECEIVING FUNDS)

The User authorizes SPENN to settle transactions according to the User´s instructions. Once the instruction is provided on the SPENN App, it cannot be revoked, as the blockchain technology cannot be reversed. A User instruction is provided to SPENN when such instruction is properly confirmed in the SPENN App screen, by swiping the “confirm” button. Transacted funds after instructions have been confirmed are non-refundable and non-cancellable.

SPENN shall not be responsible for any errors or omissions made by the User while performing transactions via SPENN App.

In the event of using the SPENN App for payments for any goods or services, SPENN shall not be held liable for any defects, damages, failure to perform services arising from errors of the User in entering the due amount payable to the service provider/seller or any acts or omissions that can raise dispute(s) by the User and the service provider/seller whatsoever.

SPENN may, from time to time and at its sole discretion, require the User to provide additional proof of your identity, e.g., a notarized copy of your passport or written confirmation of the User´s instructions, to enable such User to perform activities through the SPENN Service. In such an event, the afore-mentioned activity may be suspended until SPENN can perform the necessary authentication.

SPENN may assign the transaction limit pursuant to applicable Laws in Tanzania and also change the already assigned limits according to any amendments in the provisions of the applicable law without prior notice.

The history of the User´s transactions is stored in the User SPENN Account to be accessible anytime.

12. REFERRALS

SPENN may, from time to time, launch a temporary reward program where a referred User can earn a monetary reward, provided that the referred User´s and the referrer User´s registrations are both verified and all specific requirements for the temporary campaign are fulfilled.

The referred User confirms that only by registration and successful verification of his/her Account will the reward be honoured.

SPENN may, at its sole discretion, introduce further requirements for the reward to be honoured. Specific conditions for each campaign will be announced beforehand. If the referrer or referee’s account is not verified, the amount of reward will be pending for seven (7) consecutive days. On the completion of the seven consecutive days period, if the account is still not verified and the other requirements as announced for the specific campaign are not filled, the reward will automatically be lost and become ineffective.

The verification of the referrer is a further condition for the referred User to get the reward, notwithstanding the verification of the referred User.

SPENN may from time to time, at its sole discretion, introduce other special offers, that are limited in time and that fall under these Terms & Conditions. These offers are valid only for the time duration specified by SPENN.

SPENN reserves the right to introduce further or new limitations to the rules of any reward program or any special offer, shorten the time of the offer, change the amount of the reward or in any other way amend the reward program at its sole discretion. SPENN may also terminate the reward program at its discretion.

13. DORMANT ACCOUNTS

SPENN shall follow the applicable laws on dormant accounts in Tanzania.

14. TERMINATION

Either Party may terminate this Agreement at any time by giving the other Party at least 7 days prior written notice of its intention to terminate the Agreement.

Both Parties shall have the right to terminate this agreement if

 

  1. The other Party fails to perform any of its obligations or commits a material breach of any provisions of these Terms and Conditions which cannot be remedied, or which is capable of being remedied, but the other Party has failed to remedy the breach within seven (7) days of receipt of notification of breach from the other Party.
  2. Either Party may terminate this entire Agreement as to all or the extent of the non-performance and breach of provisions of this Agreement including but not limited to:
    1. failure to provide accurate/complete personal data or failure to update the personal data.
    2. failure to comply with SPENN’s KYC standards.
    3. performance of a suspicious transaction by the Client.
    4. misuse of the Services or any part of the Services.
  3. SPENN may terminate this Agreement with immediate effect, thereby ending the relationship and blocking the User´s account and his/her rights thereof without prior notice or liability to the User or any third party if:
    1. The User practices unethical conduct, suspicious transactions, or fraudulent activities in the Use of SPENN Services and on the SPENN App.
    2. SPENN suspects the occurrence of unauthorized usage of SPENN account
    3. Is being declared bankrupt or insolvent.
    4. In the case of individuals, sole proprietors, or partners, dies or becomes mentally incapacitated.
    5. Violates any provisions of the laws and regulations and such violation warrants terminating the relationship between SPENN and the User.

Upon termination, the right granted to the User shall cease and revert to SPENN.  All amounts owing by either Party to the other shall become immediately due and payable including the cost that SPENN incurred as a result of immediate termination unless SPENN has been otherwise instructed by the relevant authorities to withhold paying amounts due to the User.

Upon termination, the User’s rights shall terminate, and the User´s Account shall be blocked and become inaccessible on the SPENN App.

The provisions of this clause shall survive any termination of these Terms and Conditions. Termination or expiration of this Agreement shall not relieve the User of its obligations regarding confidentiality and nondisclosure.

15. RECORDING AND REPORTING

SPENN shall ensure the safekeeping of all relevant records, data, information, or any other relevant documents of the User.  The Central Bank and I & M Bank shall have free, full unfettered and timely access to the internal systems, documents, reports, records, staff, in so far as SPENN Services and businesses are concerned and shall exercise such powers as it may deem necessary.

User acknowledges that SPENN or any authorized party on behalf of SPENN may keep records of the User´s data, correspondence between the User and SPENN and the history of the User´s transactions. This is to ensure the transparency of SPENN Services.

16. CHANGES TO THESE TERMS & CONDITIONS

To the extent not contrary to the applicable laws, SPENN may at any time at its discretion change and/or amend these Terms and Conditions without prior consent or approval of the Users.

Any modifications and updates to the Terms & Conditions will be posted on www.spenn.com  and in the SPENN App simultaneously, and the title of the document will change to the “last updated” date, accompanied by a 14-day grace period, unless otherwise announced.

Changes due to legal reasons will become effective immediately upon posting them. Changes according to new functionalities of SPENN Services, where previous functionalities remain unchanged, will become effective immediately on www.spenn.com.

Where SPENN considers changes to these Terms & Conditions as reasonably material, SPENN shall notify the User through www.spenn.com, direct communication, or other reasonable means, prior to the change coming into force.

If the User does not agree to such changes, the User must terminate his/her SPENN Account and refrain from using any other SPENN services by written notice to SPENN before the amendment to the Terms & Conditions become effective. Where the User fails to submit a written notice to SPENN and continues using his/her SPENN account or any of the SPENN services, it shall be construed that the User has agreed with and accepted such changes, and such User shall be bound by the amended Terms and Conditions.

17. SUCCESSION

To determine the person who can acquire the funds that are held on the deceased persons’ account, applicable laws that govern the rule of succession in Tanzania will be applied.

18. COMPLAINTS

Where a SPENN Customer is dissatisfied, the Customer may lodge a complaint by contacting SPENN Customer Service through the “Contact Us” Section on the SPENN App or through our website on http://www.spenn.com/help/.

A full description of the complaints handling procedure is available on www.spenn.com.

19. INTELLECTUAL PROPERTY

Intellectual Property shall be referred to as service marks, trademarks and other intellectual property rights in and to SPENN´s Services and Company Materials (including application development, business and technical methodologies, and implementation and business processes, used by SPENN to develop or provide SPENN Services or Company Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Copying, recording, editing, altering, distributing the content of the website or Services is prohibited.

Except for the limited access and use rights granted pursuant to these Terms & Conditions, the User does not acquire any interest in SPENN Services or Company Materials. The User agrees that any suggestions, enhancement requests, feedback, recommendations, or other information provided by the User or the User´s Authorized Personnel relating to the SPENN Services, or the Company Materials may be used by SPENN without restriction or obligation to You.

20. CLIENT WARRANTY

The User warrants that:

  1. He/she is legally capable of entering into an Agreement with SPENN and to be bound by it.
  2. The User is not a Politically Exposed Person and will promptly inform SPENN if he becomes such.
  3. The information provided by the User to SPENN during the User´s registration process and subsequently are true and accurate.
  4. The User expressly consents to have his/her data stored and processed by SPENN or any third parties for the purpose of providing SPENN Services.
  5. The funds transferred to the SPENN belongs exclusively to the Client and are not considered as proceeds of any criminal activity.
  6. The SPENN Services will not be used by the User in any abusive way.
  7. The User declares his awareness that any content available through SPENN Services may be subject to intellectual property rights and declare hereby to respect it.
  8. The User declares his awareness that by posting, uploading, displaying, or otherwise making available any content through the SPENN App, it may become publicly available. The User takes sole responsibility for any consequences arising therefrom.
  9. The User agrees not to perform any activities that may be deemed as an attempt to gain unauthorised access to SPENN Services or take over control or otherwise attempt to breach the security measures implemented by SPENN.
  10. The User declares his awareness that not all the features and/or functionalities offered by SPENN will be available in all geographic locations where the SPENN App is available or that those features/functionalities may vary in the form they are offered. The User will hold SPENN free from any liabilities arising therefrom.

21. DISCLAIMER

The Services, the website and its content are provided “AS IS” and “AS AVAILABLE”. To the extent permitted by applicable laws and regulations, SPENN expressly disclaims all warranties of any kind, whether express or implied including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Without limiting the above, SPENN makes no warranty that the Services or website will be uninterrupted, timely, continuous, error-free, completely accurate, reliable, or suitable for any particular purpose. SPENN disclaims any warranties for virus-free, non-harmful websites and compatibility of SPENN software with the User´s mobile device.

The User acknowledges that he/she has not entered into this Agreement in reliance upon any warranty or representation except those specifically outlined in these terms.

Notwithstanding the above terms, SPENN shall not be held liable for any damage caused to the User as a result of any omission, negligence, deliberate omission or fraud by the financial institution, where the bank accounts with User´s funds are maintained. SPENN makes every effort to ensure that the banks and institutions to which the User’s funds are deposited are of good standing and reputation. However, SPENN shall not be held liable in the event of any loss resulting from deterioration of the financial standing of such bank or institution, or for an event such as a liquidation, receivership or any other event that causes the bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited.

22. LIMITATION OF LIABILITY

SPENN shall hold the User liable for any wrongful or negligent acts or omissions committed by the User in the course of providing SPENN services.

Under no circumstances shall SPENN be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of the use or the inability to use any part of SPENN App, website or SPENN services or any sites linked to the SPENN´s website or resulting from any inaccuracies or errors of information with respect to the content.

SPENN shall not be liable for any loss including financial loss, loss of business, profit, savings, revenue or goodwill; claim, action, expense, damage or injury suffered or sustained by the User whatsoever pursuant to accepting these Terms and Conditions or as a result of its use of the SPENN App and SPENN Services, or suspension and termination of this Agreement whether direct or indirect, consequential or inconsequential and whether foreseeable or not; whether based on contract, tort, negligence, and strict liability or otherwise.

Notwithstanding any of the foregoing, SPENN´s total aggregate liability under this Agreement, if any, will be limited to the amount of the transaction giving rise to such claim to the extent permitted by applicable law.

The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between SPENN and the User.

23. INDEMNIFICATION

The User shall indemnify and hold SPENN, its officers, directors, employees, agents and affiliates or anyone acting on its behalf harmless from and against any loss, damages, action, claims and expenses and any other liabilities of any nature suffered or sustained, regardless of whether the claim is founded or unfounded, which arise due to any default, negligent, wrongful and fraudulent acts or omissions on the part of the User in the course of using SPENN Services.

This indemnity will not apply where the loss, suit, expenses, and any other liabilities of any nature are caused or contributed to (to the extent they are caused or contributed to) by SPENN’s negligence or breach of the Terms and Conditions of this Agreement.

The provisions of this clause shall survive any termination of this Agreement for any reason.

24. FORCE MAJEURE 

In the event of Force Majeure, the obligations of the Parties shall be suspended during the period and to the extent, the party is prevented or hindered from complying with them.

The Party unable to perform its obligations shall notify the other Party as soon as reasonably practicable (and in any event no later than 7 days) of the extent to which the notifying party is unable to perform its obligation.

The notifying party´s obligation shall be suspended for the duration of the delay arising directly out of the Force Majeure Event; and in all cases, the parties must use their best endeavours to minimise the impact of any Force Majeure Event.

If a delay by either party arising directly out of a Force Majeure Event, either Party may choose to terminate the agency agreement.

25. NOTICES

The Parties hereby acknowledge that any communications under this Agreement shall be in writing. Thus, notice may be delivered to the other Party by email or by post. All notices shall be deemed effective when delivered personally, through email, mailed through a registered post or courier service.

SPENN may give notice applicable to SPENN’s general customer base by means of a general notice on the SPENN Service portal, and notices specific to the User by electronic mail to the User´s designated contact’s email address on record with SPENN, or by written communication sent by first-class mail or courier to the User´s address on record in SPENN’s account information.

All written notices shall be deemed received by the other Party if

  1. Personally delivered on the date of delivery
  2. Sent by post within seven (7) days from the date of posting.

Notices sent by email shall be deemed to have been received by the other Party on the next business day following the date of the email being sent.

26. GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the Laws of Tanzania.

Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, or invalidity thereof, between the User and SPENN shall be adjudicated in a competent court in Tanzania.

27. ASSIGNMENT

A User shall not assign, transfer, delegate, or pledge either directly or indirectly its rights or obligations under these Terms and Conditions without SPENN´s prior written consent.

The User agrees that SPENN may assign or transfer subject to fulfilment of any applicable legal and regulatory requirements, any or all its rights and obligations under these Terms and Conditions and any other agreements to a third party without the User´s consent.

The User confirms that, upon any such assignment or transfer taking effect, all rights, and obligations of SPENN so assigned or transferred shall become rights or obligations of the transferee, and that any rights of SPENN so assigned may be enforced by the transferee against the User as if the transferee had been a party to, or a beneficiary of the Agreements between SPENN and the User.

28. WAIVER

No failure, omission, or delay by either Party in exercising or enforcing any rights under these terms and conditions shall prejudice, affect, or restrict the other Party´s rights under these Terms and Conditions at law or in equity, nor shall any waiver operate as a waiver of any other rights.

29. ENTIRE AGREEMENT

This Agreement comprises the entire agreement and understanding between the User and SPENN in respect of the matters dealt with herein and supersedes all prior agreements pertaining to the subject matter hereof.

30. SEVERABILITY

If any provision(s) of this Agreement is held to be unenforceable or illegal or contravene any rule, regulation or by law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and this Agreement will be interpreted and enforced as though the provision has never been included and the legality or enforceability of the remaining provisions of this Agreement shall not be affected.

IN ADDITION TO THE ABOVE APPLICABLE TERMS & CONDITIONS, THE FOLLOWING TERMS AND CONDITIONS SHALL SPECIFICALLY APPLY TO SPENN BUSINESS USERS AS SOFTWARE AS A SERVICE USER TERMS AND CONDITIONS. THESE TERMS & CONDITIONS SHALL APPLY TO:

  1. SPENN BUSINESS SOFTWARE AS A SERVICE (SAAS) SOLUTION AND
  2. ANY OTHER RELATED SERVICES THAT SPENN MAY PROVIDE TO THE USER IN CONNECTION WITH SUCH SAAS SOLUTION.

1. USE RIGHTS AND RESTRICTIONS

Subject to the terms of these Terms & Conditions, SPENN grants to the User during the Service Term the non-transferable, non-exclusive right to permit the User´s Authorized Personnel to access and use the SPENN Services (and any Company Materials provided to the User) to allow the User to perform business transactions, payroll transactions and other business functions that SPENN Service is designed to perform, subject to the following restrictions:

    1. The use of the SPENN Services may not include use by third parties
    2. Except as expressly permitted herein, User may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make SPENN Service or the Company Materials available to any third party.
    3. The User may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of SPENN Services or Company Materials or access or use SPENN Services or Company Materials in order to build a similar or competitive product or service.
    4. The User´s use of SPENN Service (in terms of the number of Authorized Personnel, maximum transaction limits and any other legal limitations, etc.) shall conform with the restrictions set forth in these Terms & Conditions and the applicable laws in Tanzania. SPENN may monitor the User´s compliance with these limits and if it detects overuse or misuse, restrict the User´s access to SPENN Services.

All products and services provided by SPENN may be used for lawful purposes only.

2. TECHNICAL SUPPORT

During the Service Term, the Business Entity will be entitled to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for SPENN Service offered by SPENN from time to time.

3. OWNERSHIP OF DATA

To enable SPENN to provide the User with the SPENN´s Services, and subject to the terms of these Terms & Conditions, the User hereby grants to SPENN a non-exclusive right to use, copy, distribute and display User´s data solely in connection with SPENN’s operation of SPENN Services on the User´s behalf.

The User shall have sole responsibility for the accuracy, integrity, and reliability of the User´s data, and SPENN will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of the User´s data. SPENN will protect any of the User´s data provided to SPENN as confidential in accordance with the Confidentiality clause set out in this Agreement and the User Privacy Policy.

4. FEES

  1. The fees for SPENN Service and any additional Services (“Fees”) are set out in the main Agreement between SPENN and the business User.
  2. Fees for SPENN Business usage are payable in advance, irrevocable and non-refundable except as set forth in these Terms & Conditions. The User agrees to provide SPENN with complete and accurate billing and contact information. SPENN will invoice the User monthly in advance of the relevant billing period, and all such amounts invoiced will be due within seven (7) days of the User´s receipt of SPENN’s invoice.
  3. Late payments shall be subject to a service charge of ten per cent (10%) per month, or the maximum charge permitted by law, whichever is less.
  4. The User shall pay all taxes, if any, at the User´s sole and exclusive responsibility.

5. NON-PAYMENT; OTHER SUSPENSION RIGHTS

  1. SPENN may terminate SPENN Services if the billing or contact information provided by the User is false or fraudulent. SPENN also reserves the right, in its discretion, to suspend User´s access and/or use of SPENN Services:
    1. where any fees payment is due but unpaid and the User has been requested but failed to promptly cure such payment failure.
    2. if the User exceeds any limits related to the User´s use of the SPENN Service
    3. if the User fails or refuse to update the User´s data as required by applicable laws.
    4. if there is a suspicion of fraudulent activity or misuse of SPENN Service related to User´s Account.
  2. The User agrees that SPENN shall not be liable to the User nor to any third party for any suspension of SPENN Service resulting from the User´s non-payment of Fees or from any other reason listed in these Terms and Conditions.

6. TERM

The term of the SPENN Services will begin upon acceptance of these Terms & Conditions and shall continue on a month-to-month basis until the service is terminated as provided for in these Terms and Conditions and/or any separate Agreement between the User and SPENN.

Either party may terminate these Terms & Conditions by providing thirty (30) days prior written notice to the other Party. SPENN’s termination rights are in addition to any suspension rights it may have under these Terms & Conditions.

SPENN may terminate the User´s Account if the User engages in any practice that is objectionable, unlawful, threatening, abusive, or that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law.

Upon termination of the Service Term, all Fees then due and payable to SPENN must be paid in full.

The provisions of these Terms & Conditions which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses.

7. LIMITED WARRANTIES

SPENN warrants for a period of thirty (30) days following their delivery that all professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards in the industry. For any breach of this warranty timely reported by the User, the User´s exclusive remedy shall be the re-performance of the deficient professional Services, and if SPENN is unable to re-perform the deficient Professional Services as warranted, the User shall be entitled to recover the portion of the Fees paid to SPENN for such deficient Professional Services, and such refund shall be SPENN’s entire liability. The User warrants that the User´s business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable laws and regulations, as well as these Terms & Conditions, in connection with the User´s use of the SPENN Services, and the User agrees to indemnify and hold SPENN and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, alliance members, other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, including any third party or government claims, and any related costs and expenses (including reasonable attorneys’ fees), arising out of or related to the User´s content, use of SPENN´s Service or Software, or the User´s violation of these Terms & Conditions.

SPENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SPENN BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF THE USER´S USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY THE USER FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

8. SPENN, NOT RESPONSIBLE FOR THIRD PARTY CONTENT

SPENN does not warrant in any manner and will not be responsible for any third-party content and User agrees to look solely to the relevant third-party provider (and not SPENN) if and to the extent that the User has any complaints or issues relating to the third-party content or its interaction with SPENN Service.