Terms & Conditions | Stitch Express

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STITCH EXPRESS TERMS AND CONDITIONS

These terms and conditions govern your use of Stitch Express and the products offered therein. Please take time to read the terms carefully. You should pay special attention to the parts in bold as they have especially important consequences for you.

1. TERMS AND CONDITIONS
   
   1. These terms and conditions (“T&Cs”) are entered into between You and Stitch Money Proprietary Limited (“Stitch”, “Us” or “We”), a company incorporated in South Africa under registration number 2018/409288/07.
   2. Stitch is an end-to-end payments service provider.  Stitch has developed and currently operates a payments processing platform that enables businesses to securely receive Transactions from Clients via multiple methods. Stitch is also an authorised Third Party Payment Provider and provides services in its capacity as such. The products and services that We offer are provided in partnership with merchants and registered financial institutions.
   3. Stitch Express is a product of Stitch which provides payment services to small, medium and e-commerce businesses with a curated selection of Stitch’s payment services.
   4. You wish to use Stitch Express in order to receive and accept payments from Your Clients.
   5. By signing up for Stitch Express and accepting these T&Cs, You agree to be bound by these T&Cs and these T&Cs forms a legal relationship between You and Us.
   6. Now, therefore, the Parties wish to cooperate with each other on the following terms and conditions.

2. T&Cs STRUCTURE
   
   1. These T&Cs are comprised of the following parts:
      
      1. Part A – General T&Cs; and
      2. Part B – Online Product Specific Terms.
   2. Part A – General T&Cs operates as a framework agreement which is applicable to Stitch’s engagement with You. Part B – Product Specific Terms specify the Product specific terms to be provided by Stitch to You from time to time, depending on the Products You have chosen to use. 
   3. For the avoidance of any doubt, the terms contained in Part A – General T&Cs apply to the terms of Part B – Product Specific Terms. Insofar as any term or condition in Part B – Product Specific Terms conflicts with those of Part A – General T&Cs, the terms or conditions in Part B – Product Specific Terms shall prevail to the extent of such inconsistency only.  

3. UPDATES, MODIFICATIONS AND AMENDMENTS
   
   1. We may need to update, modify or amend these T&Cs and Our Privacy Policy as Our technology evolves. We reserve the right to update, modify or amend these T&Cs at any time by giving written notice to You thereof.
   2. We advise that You check this page often, referring to the date of the last modification on the page. 
   3. Each time You use the Services, it is Your responsibility to review these T&Cs and Our Privacy Policy in case of any such updates or amendments. 
   4. If You have any objection to any of the changes to these T&Cs and Privacy Policy, You must cease using the Services immediately as Your continued use of the Services will be deemed as Your acceptance of the amendments to the T&Cs.

PART A – GENERAL T&Cs

4. DEFINITIONS
   
   ‍In these T&Cs, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and other words derived from the same origins as such words (that is, cognate words) shall bear corresponding meanings:‍
   
   1. Applicable Laws means any statute, regulation, policy, by-law, directive, notice or subordinate legislation, common law, binding court order, judgment or decree, industry code, policy standard, direction, policy or order that is given by a regulator, in each case having the force of law, and which applies to a Party and/or the provision of the Services;‍
   2. Business Day means any day which is not a Saturday, Sunday or South African public holiday;‍
   3. Client means Your end-user/customer;‍
   4. Confidential Information means all non-public technical, business, financial, past, present or future research, development, business activities, products, services and technical knowledge or marketing information and Intellectual Property of a Party that has either been identified in writing as confidential or is of such a nature (or has been disclosed in such a way) that it should be obvious that it constitutes Confidential Information and, without limiting the generality of the foregoing, Confidential Information shall include any information that falls within the definition of Personal Information, and it shall include the existence and contents of these T&Cs, but Confidential Information does not include any information which (i) is in the public domain at the time learned by or communicated to the recipient through no fault of the recipient, (ii) is obtained by the recipient from a third party lawfully in possession of such information and not subject to a contractual or fiduciary relationship to the provider of the Confidential Information, or (iii) is already known to the recipient or is independently derived by the recipient without reference to the Confidential Information;‍
   5. Data Protection Laws means any data protection or data privacy laws applicable in South Africa from time to time, including but not limited to the POPIA, the Promotion of Access to Information Act, 2 of 2000, the Consumer Protection Act 68 of 2008 and the Cybercrimes Act, 19 of 2020;‍
   6. Data Subject/s means the person to whom the Personal Information relates, as well as any other person referred to as a "data subject" under Data Protection Laws;‍
   7. FICA means the Financial Intelligence Centre Act 38 of 2001, as amended;‍
   8. Force Majeure means any circumstance or event not within a Party’s reasonable control, including without limitation: unpredictable adverse weather conditions, national industrial strikes (excluding strikes or labour disputes originated by or involving only the relevant workforce or any part of it or the workforce of its agents or subcontractors), war, acts of God, acts of terrorism, epidemics, pandemics, floods, decrees by government, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations, earthquakes or civil disturbance, business interruption events such as a cyber-attack (where those steps taken by a Party to avoid the cyber-attack were standard to the industry and were unable to detect, prevent or minimise the effect of the cyber-attack); which in each case could not reasonably be foreseen and is beyond the reasonable control of the relevant Party or its employees or agents;‍
   9. Intellectual Property means all and any intellectual property of any kind including, without limitation, all and any creations of the mind whatsoever and however embodied, which may subsist, are recognised or be capable of protection by law from use by any other person, and all rights resulting from or attributable to such creation of the mind whether acquired or protected by Applicable Law in South Africa or wheresoever in the world owned by a Party, including (without limitation) patents, petty patents, utility models, trade marks, service marks, trade and business names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, copyright and related rights (such as, without limitation, associated moral rights and copyright vesting in software, computer programs, databases programming algorithms, methodologies, models, processes, techniques, analyses, research and findings), domain names, designs (including registered designs), inventions, topography rights and like rights, trade secrets, know-how, Confidential Information, databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection wheresoever in the world, whether or not any of these is registered or unregistered and including all applications or renewals for any such rights or registration thereof and any goodwill related to or arising from such rights;‍
   10. Merchant Data means any Personal Information supplied to or acquired by Stitch or its Personnel by or on behalf of You, or Processed by or on behalf of You or Your Personnel by Stitch in terms of the Agreement;‍
   11. Nominated Account means the South African bank account(s) nominated by You in terms of clause 8.12 for the receipt of Client payments in terms of these T&Cs;‍
   12. NPS Act means the National Payment Systems Act 78 of 1998, as amended; ‍
   13. Party means either Us or You as applicable in the context, and Parties shall mean both Us and You; ‍
   14. PASA means the Payment Association of South Africa,  which is the payment system management body recognised by the South African Reserve Bank in terms of the NPS Act;  ‍
   15. Payment Participants means registered banks and other authorised entities assisting in the facilitation and provision of the Services and the providers of the computer systems and communications links used to receive and process Transactions; ‍
   16. Payment Scheme means PASA, VISA and/or Mastercard and such other associations governing the issue and use of credit, debit, charge, purchase or any other cards or payment methods, as approved and notified by Stitch to You from time to time;‍
   17. Payment Scheme Rules means the rules, regulations, and operating guidelines published and updated by the Payment Schemes from time to time;‍
   18. Personal Information means information relating to any person, including but not limited to: (i) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person; (ii) information relating to the education or the medical, financial, criminal or employment history of the person; (iii) information relating to the financial affairs of the person; (iv) credit card details and transactional data; (v) any identifying number, symbol, e-mail address, physical address, telephone number or other particular assignment to the person; (vi)  biometric information about a person; (vii) personal opinions, views and preferences of a person; (viii) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence; (ix) the views or opinions of another individual about the person; (x) the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person;  and (xi) any other information which may be treated or defined as "personal information" in terms of any applicable laws, including Data Protection Laws;‍
   19. Personnel means the personnel, employees, agents and subcontractors of a Party;‍
   20. POPIA means the Protection of Personal Information Act 4 of 2013, as amended from time to time;‍
   21. Privacy Policy means the Stitch privacy policy which can be accessed here;‍
   22. Products means the various payment methods through which Stitch may utilise to process a Transaction on behalf of You under the Services, each referred to individually as a Product, as selected for use by You;‍
   23. Process means to collect, receive, record, organise, collate, store, develop, retrieve, consult, use, disseminate or perform any other act or action, including any other act or action which may be treated or defined as "process" or "processing" in terms of any applicable laws (including Data Protection Laws).  The word Processed shall have a corresponding meaning;‍
   24. Regulator means any regulator, regulatory body or supervisory authority in any country (including the South African Reserve Bank, the Prudential Authority, the Financial Sector Conduct Authority and the Information Regulator South Africa) with jurisdiction over the Parties, or whose consent, approval or authority is required so that such entity (or entities) can lawfully carry on any part of its business; ‍
   25. Services means the provision of one or more of the Products via the Stitch API by Stitch to You pursuant to the Products selected for use by You and otherwise regulated in these T&Cs;‍
   26. Service Fees means the fees payable by You to Us for the Services, which fees can be accessed on the Stitch Express Dashboard or as notified to You by Stitch in writing; ‍
   27. Stitch, Us, Our or We means Stitch Money Proprietary Limited, a company incorporated in South Africa under registration number 2018/409288/07;‍
   28. Stitch API means the application programme interface and software developed, owned, managed, and updated from time to time by Stitch through which Stitch provides the Services to You; ‍
   29. Stitch Data means any Personal Information supplied to You or Your Personnel by or on behalf of Stitch, or otherwise Processed by or on behalf of Stitch or its Personnel;
   30. Stitch IP means all Intellectual Property rights that are owned or licensed to Stitch, including, without limitation, (i) all Intellectual Property created or used to provide the Services and/or the Stitch API, (including, for clarity, copyright and know-how and other Intellectual Property in the software and technology and the Products, Services and/or the Stitch API, including design files and software code used to provide the Products and Services and/or maintain the Stitch API); (ii) all domain names and social media sites or pages related to Stitch, the Products, and/or the Services and/or the Stitch API; and (iii) all partnerships, business methods, strategies, plans, models, processes, trade secrets, know-how, Confidential Information and/or specialised knowledge implemented in creating and operating the Products, Services and/or the Stitch API;‍
   31. Sponsoring Bank means the bank in South Africa that Stitch has partnered with for purposes of processing Transactions; ‍
   32. System Operator means a person who is registered with PASA to provide services to any two or more persons in respect of payment instructions;‍
   33. Third Party Payment Provider or TPPP means a person who is authorised in terms of the NPS Act and their sponsoring bank to (i) accept funds or the proceeds of payment instructions from multiple payers on behalf of a single beneficiary, and/or (ii) accept funds or the proceeds of payment instructions from a single payer to multiple beneficiaries; ‍
   34. Transaction means the transfer of funds from a Client owing to You, or vice versa, as processed by Stitch under instruction from You;‍
   35. VAT means value-added tax levied in terms of the Value-Added Tax Act 89 of 1991, as amended; 
   36. ‍Stitch Express Balance means the amount owing from Stitch to You (being the proceeds of each Transaction minus the Service Fees), which Stitch holds on behalf of You and settles to You in accordance with clause 13;‍
   37. Stitch Express Dashboard means the dashboard (which forms part of the Stitch API) made available to You in accordance with clause 15 below and which can be accessed via the internet, as nominated by Stitch and notified to You from time to time; and‍
   38. You or Your means the person and/or entity entering into these T&Cs.

5. DURATION AND TERMINATION
   
   1. These T&Cs shall commence upon the date You accept them (by electronically indicating Your acceptance) and continues until terminated by either Party in accordance with these T&Cs.
   2. You may terminate these T&Cs at any time by providing Us with 30 days notice in writing.
   3. We may terminate these T&Cs at any time for whatsoever reason by providing You with 14 days written notice.
   4. Upon termination, We will immediately discontinue Your access to the Services. You agree to complete all pending Transactions and stop accepting new Transactions through the Services. Any funds in Our custody will be paid out to You.

6. ONBOARDING
   
   1. In order to use the Services You will have to sign up and complete the customer onboarding process.
   2. We are committed to best practices in relation to know-your-business and onboarding requirements (“KYB”) as set out in FICA.  You  agree to assist and provide all documentation and evidence required to meet Stitch’s KYB practices and shall continue to ensure that these are kept up-to-date upon request from Stitch and in compliance with Applicable Law.
   3. We  reserve the right to approve or decline Your registration for the Services. In the event We decline Your registration, these T&Cs will not take effect.
   4. You agree that in order for Stitch to meet its obligations under Applicable Law, before Stitch provides any Services to You and from time to time during Our provision of said Services, Stitch may carry out verification and ongoing due diligence checks on You and Your directors, affiliates, ultimate beneficiaries (if applicable), sub-merchants (if applicable) and Clients. You will promptly provide any additional information Stitch may require at any time. Stitch reserves the right to deny the provision of the Services or cease providing You any Services in the event You do not pass the ongoing due diligence or fail to provide additional information when requested. Such documentation requested for the due diligence must be provided to Us within 10 days from the date of request. Should the documents not be provided within the stipulated time frame, We reserve the right to suspend the Services and/or terminate these T&Cs immediate upon written notice to You.
   5. Stitch reserves the right to review its risk profile for the merchants Stitch engages with (i.e. You) on an on-going basis and take any action in response to said risk ratings.
   6. We reserve the right to request additional information from You, should We deem that appropriate, based on an increase of Your transaction volume, the occurrence of chargebacks or other circumstances that might affect Our risk exposure in connection with facilitating Your Transactions.
   7. You agree that You are solely responsible to verify the identities of Your Clients, ensuring that they are authorised to carry out the Transactions, and determining their eligibility to purchase products and services from You.
   8. You are also required to maintain records relating to the proof of service and/or product delivery to Your Clients. Where a dispute occurs, You may be required to provide Us with this information.

7. SERVICES
   
   1. Stitch provides You with the Services that facilitates the processing of Transactions, based on the instructions received from You.
   2. The Services are provided by Stitch via the Stitch API, which enables You to make use of the Products.
   3. The Stitch Express Dashboard will be made accessible to You to enable You to use the Services, select Products, accept payments, process refunds and withdraw funds. We reserve the right to require You to install or update any and all software to continue using the Services.

8. YOUR OBLIGATIONS
   
   You undertake to:
   
   1. use the Services only in the manner expressly authorised by Stitch in these T&Cs, as well as in accordance with all Applicable Laws and regulations which govern the provision of the Services;
      
   2. provide Stitch with all reports, documents and/or information as may be required in terms of any Applicable Laws and/or the applicable Payment Scheme Rules;
   3. provide Stitch with all necessary or desirable co-operation in relation to these T&Cs;
   4. make clear to Your Clients that the Clients are transacting with You prior to, during, and after the Transaction;
   5. display Your full terms and conditions, including comprehensive details of Your return and refund policies to each Client and provide the goods and/or services that Your Clients pay for;
   6. ensure that Your networks and systems comply fully with the relevant specifications provided by Stitch from time to time in relation to the Services;
   7. ensure the Transactions You submit are legal in South Africa;
   8. respond promptly to inquiries/complaints from Your Clients relating to the Services;
   9. not participate directly or indirectly in any fraudulent activities;
   10. not participate in any other activities that may result in undue economic hardships or damage to the integrity and goodwill of the National Payment System;
   11. not refuse to transact with Clients for any goods and/or services on the basis that a Client wishes to use a particular Product to pay for any Transaction; and
   12. maintain a Nominated Account in relation to the Services. You may amend Your Nominated Account from time to time on written notice of not less than five Business Days to Stitch.

9. ACHNOWLEDGEMENTS AND RECORD RENTENTION
   
   1. You acknowledge and agree that: 
      
      1. Stitch acts as a payment processor in terms of Applicable Law and is accordingly obliged to, among other things:
         
         1. inform its Sponsoring Bank of its involvement in payments to third persons who, in turn, must inform PASA in a format acceptable to PASA; and
         2. keep records of Transactions processed as prescribed by Applicable Law;
      2. Stitch is required to provide the Services in conjunction with the Payment Participants, and that continued access to the Services is dependent on such Payment Participants; and
      3. should the Payment Participants terminate the relationship with Stitch, Stitch shall be entitled to terminate these T&Cs immediately by providing written notice of such termination to You.

10. OUR OBLIGATIONS
    
    Stitch shall:
    
    1. provide the Services as described in these T&Cs to You;
    2. provide support related to the Services during the operating hours communicated by Us to You from time to time; and
    3. where applicable, provide You with the necessary infrastructure required for the access to the Services.

11. FEES
    
    1. In consideration for Stitch providing the Services to You, You agree to pay to Stitch the Service Fees.
    2. Unless otherwise stated, the Service Fees do not include taxes, levies, duties or similar assessments including VAT, withholding or sales tax. You shall be responsible for all taxes associated with Services.
    3. The Service Fees owed to Stitch will be deducted from the funds flowing from each Transaction.
    4. The Service Fees are payable irrespective of whether a successful Transaction is subsequently reversed, disputed, or refunded.
    5. Stitch will have the right to change the fees from time to time. We will inform You of such changes by providing you with 14 days written notice.

12. REFUNDS
    
    1. Stitch will take reasonable steps to process requested refunds to Clients to the extent that the Products allows for refunds to be processed and subject to clause 12.2.
    2. Stitch shall process refunds, upon instruction from You, if there are sufficient funds in your Stitch Express Balance to cover the amount of the refund plus the Service Fees applicable for processing the refund.

13. WITHDRAWALS AND HOW WE HANDLE YOUR FUNDS
    
    1. Stitch will update Your Stitch Express Balance once Stitch has successfully processed and received the funds flowing from each Transaction.
    2. You shall be entitled to withdraw funds from your Stitch Express Balance through Your profile on the Stitch Express Dashboard.
    3. You authorise and instruct Stitch to hold, receive, and disburse funds on your behalf. 
    4. You agree that You are not entitled to any interest or other compensation associated with the settlement funds held by Stitch pending settlement and payout to Your Nominated Account.
    5. Settlement funds (reflecting in Your Stitch Express Balance) will be held in a deposit account by Stitch pending withdrawal and payout to You in accordance with the terms of these T&Cs.

14. FRAUDULENT TRANSACTIONS
    
    1. You acknowledge and agree that Stitch may monitor the Transactions as well as process and collect data in relation to all Transactions to track, review and report fraudulent Transactions.  Stitch may adopt such fraud monitoring practices in accordance with standard industry best practices or as may be required or desirable in terms of Applicable Law, Payment Scheme Rules and/or as a result of its arrangement with its Sponsoring Bank.
    2. The risk and liability for fraudulent Transactions lies with the Client and You, including instances of consumer fraud perpetrated at the banks, and Stitch shall bear no risk or liability for fraudulent Transactions whatsoever.  Where Stitch knows or suspects a Transaction is or may be fraudulent, Stitch may, in its sole and absolute discretion:
       
       1. withhold or delay processing of the Transaction; and/or
       2. block the Transaction.
    3. You acknowledge and agree that Stitch operates a multi-merchant environment in terms of which Stitch monitors for fraudulent activities.  In the instance where Stitch knows or suspects that a Transaction, which has occurred in relation to a third-party merchant, is or may be fraudulent, Stitch may:
       
       1. block the Client from performing any Transactions across all its merchants; and
       2. inform the relevant merchants of the actual or suspected fraud by the Client, providing the merchants with sufficient information as Stitch may determine in accordance with its fraud prevention practices.
    4. You shall be responsible and liable for any and all liability, losses or damages that may be suffered by You, Stitch or a third party as a result of Your, or Your personnel’s, direct or indirect, fraudulent actions, and You hereby indemnify Stitch in full against all liabilities, costs, expenses, damages and losses of whatsoever nature and howsoever described (including but not limited to any direct, indirect and consequential losses) that Stitch may suffer or incur as a result of as a result of Your, or Your personnel’s, direct or indirect, fraudulent actions.
    5. Without prejudice to the Parties' further obligations under these T&Cs, the Parties shall cooperate in good faith as reasonably necessary to investigate possible or alleged instances of fraud, money laundering, terrorist financing, corruption or any other criminal activity, illegal use or abuse of the Services provided by the Parties and will take such reasonable steps as may be required to stop and prevent any such abuse.
    6. In the case of any alleged or proven occurrence of fraud, money laundering, terrorist financing, corruption or any other criminal activity, illegal use or abuse of the Services, Stitch, without prejudice to its other obligations under these T&Cs, reserves the right to suspend or terminate the provision of the Product(s), Services and/or Your access to the Services, the Products and the Stitch API.
    7. Stitch will have the right to immediately suspend or terminate the Services in whole or in part by way of a written notice to You if Stitch has any reason to believe, which reasons shall be shared with You on written request, that the Service is being used for unlawful purposes or actual or suspected fraud is impacting the Services.

15. INTELLECTUAL PROPERTY
    
    1. All rights, title, ownership and interest in and to any materials and Intellectual Property rights, which belong to Stitch and/or their vendors and/or licensors (as the case may be), including, without limitation, the Stitch IP, shall at all times remain the sole property of Stitch, their vendors and/or licensors.
    2. Unless as provided for in these T&Cs, You shall not, by virtue of these T&Cs, obtain or claim any right, title or interest in or to Stitch IP.
    3. Subject to Your successful registration, the restrictions set out in this clause 15, and the other terms and conditions set out in these T&Cs, Stitch hereby grants to You a non-exclusive, non-transferable, revocable, limited right, without the right to grant sublicences, to access and use the Stitch Express Dashboard during the term of these T&Cs solely for the purpose of receiving the Services from Stitch and its internal business processes.
    4. You shall not:
       
       1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Stitch API, the Stitch Express Dashboard or the Stitch IP, or attempt to do any of the foregoing, in any form or media or by any means whatsoever; 
       2. de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Stitch API, the Stitch Express Dashboard, the Stitch IP, the Services or the Products, or attempt to do any of the foregoing; 
       3. access all or any part of the Stitch API, the Stitch Express Dashboard or the Stitch IP in order to build a product or service which competes with the Products, or attempt to do any of the foregoing; or
       4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Stitch API, the Stitch Express Dashboard, the Stitch IP, the Services or the Products available to any third party except for Clients, or attempt to do any of the foregoing.

16. PRIVACY AND DATA PROTECTION
    
    1. The Parties record that, to the extent that Stitch Processes Merchant Data pursuant to the Agreement on behalf of You, it is the Parties’ intention that Stitch will act as an "operator" (as this term is defined POPIA) of You.
    2. To the extent that Stitch does not Process Merchant Data on behalf of You pursuant to the Agreement, and instead determines the purpose and means for Processing the Merchant Data, it is the Parties intention that in such a situation Stitch will act as a "responsible party" (as this term is defined in POPIA) or "co-responsible party" of You (as may be applicable in the circumstances).
    3. Where Stitch acts as a "responsible party" or "co-responsible party" in respect of the Merchant Data:
       
       1. Stitch will Process the Merchant Data in accordance with its Privacy Policy (available here) and applicable Data Protection Laws;
       2. the Parties shall each bear their own costs associated with ensuring compliance with applicable data protection laws, including but not limited to POPIA. This includes expenses related to implementing technical and organisational measures, conducting impact assessments, responding to Data Subject requests, and addressing any regulatory inquiries or investigations. Neither Party shall be entitled to recover such costs from the other unless otherwise expressly agreed in writing.
    4. Where Stitch Processes the Merchant Data in the capacity of an 'operator' of You:
       
       1. Stich will only Process the Merchant Data:
          
          1. for the purpose for which it was disclosed to Stitch; or
          2. as required or permitted by Applicable Law;
       2. Stitch shall take reasonable and appropriate technical and organisational precautions and measures necessary to secure the integrity and confidentiality of the Merchant Data, and to prevent any (i) loss of, damage to, or unauthorised destruction of the Merchant Data; or (ii) unauthorised or unlawful access to or Processing of the Merchant Data.  These measures will comprise:
          
          1. identifying all reasonably foreseeable internal and external risks to Merchant Data in its possession or under its control;
          2. establishing and maintaining appropriate safeguards against the risks identified;
          3. regularly verifying that the safeguards are effectively implemented; and
          4. ensuring that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards; and
       3. where there are reasonable grounds to believe that Your personal information has been accessed or acquired by any unauthorised person (a Compromise), Stitch will notify You of the Compromise as soon as reasonably possible after the discovery of such Compromise by Stitch.
    5. In all instances:
       
       1. You represent, warrant and undertake that You:
          
          1. have a lawful basis under Applicable Laws, including Data Protection Laws, to provide the Merchant Data to Stitch (or to authorise Stitch to Process the Merchant Data as the case may be);
          2. have provided clear and sufficient information to Data Subjects of the purposes for which it (and third parties on its behalf) will Process their Personal Information, the legal basis for such Processing and such other information as is required by applicable Data Protection Laws; and
          3. have complied with all requirements arising under Applicable Laws, including Data Protection Laws, pertaining to the Processing of the Merchant Data in the manner contemplated in the Agreement;
       2. the Parties will put measures in place to facilitate the sharing of Personal Information and the Processing of Personal Information in accordance with applicable laws, including Data Protection Laws; 
       3. You hereby indemnify and hold harmless Stitch from and against all claims and all losses arising out of or in connection with any claim made or instituted against Stitch due to a breach by You of clause 16.5.1 and/or a failure to comply with the requirements of any Data Protection Laws; 
       4. Stitch may utilise the services of third parties in Processing Customer Data, including third parties located outside of South Africa. Where Stitch Processes the Customer Data as an operator of the Customer, and Stitch utilises the services of a third party in Processing Customer Data, Stitch will conclude a binding agreement with such third party on similar terms to this clause 16; and
       5. where You have reasonable grounds to believe that either the Merchant Data or the Stitch Data has been accessed or acquired by an unauthorised person, it will notify Stitch as soon as reasonably possible.
    6. The Parties will provide each other with all assistance and co-operation reasonably requested by the other Party in relation to any requests or complaints received from any person or entity, including a Regulator, including requests for the deletion, updating or correction of Personal Information.

17. NO GUARANTEED PAYMENTS

Stitch may, in Our sole discretion, flag or delay certain Transactions. Stitch does not guarantee or assume liability for Transactions credited or settled by You, if We have advised You to delay crediting such Transaction/s for whatsoever reason. You remain fully liable for such Transactions.

18. SUSPENSION OF SERVICES
    
    1. We will have the right to immediately suspend or terminate the provision of the Services in whole or in part by way of a written notice thereto:
       
       1. where Stitch is required to do so by its Sponsoring Bank or any regulator having authority in terms of Applicable Law or where a change in Applicable Law necessitates such suspension or termination;
       2. if Stitch, in its sole discretion, determines that continuing to provide the Services to You represents an increased risk of loss or liability or risk to the reputation of Stitch;
       3. where there is any illegal activity or any suspicion of illegal activity in respect of a Transaction or the Nominated Account;
       4. where You have failed to take or implement any fraud prevention steps;
       5. where You breach any Payment Scheme Rules;
       6. where Stitch is or may be or become subject to fines from a Payment Scheme or other third party arising from the provision of the Services to You;
       7. where You are in breach of these T&Cs;
       8. where any amounts owing by You in terms of these T&Cs are outstanding; and/or
       9. where You fail to adhere to any of Your obligations set out in these T&Cs.
    2. Stitch will notify You of any such suspension not later than the date of such suspension specifying the reason and duration thereof. Stitch shall reinstate the provision of the Services when the reasons for suspension have been rectified and as soon as reasonably practicable. If the reasons for the suspension are not rectified, Stitch shall be entitled to terminate these T&Cs.
    3. Stitch shall have the right to immediately suspend or terminate the provision of the Services in whole or in part without notice to You where You have not processed a Transaction or your account has been dormant for 6 (six) months.

19. WARRANTY AND DISCLAIMER
    
    1. You acknowledge and agree that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these T&Cs, Stitch gives no warranty or representation that the Services will be uninterrupted, accessible at all times, timely or wholly free from defects, errors and bugs; nor does Stitch make any warranty as to the results that may be obtained from use of the Services. 
    2. Stitch shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the implementation of the Services in a professional and workmanlike manner.  
    3. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Stitch, Payment Participants  or by third-party providers, or because of other causes beyond Stitch’s reasonable control, but Stitch shall use reasonable efforts to provide advance notice in writing of any scheduled disruption to the Services.  
    4. Except as expressly set forth in this clause 19, the Services and the Stitch Express Dashboard are provided “as is”, "as available" and Stitch disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
    5. You hereby agree to indemnify and hold harmless Stitch against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an actual or alleged violation of these T&Cs by You or from Your use of the Services not in accordance with these T&Cs.  
    6. Stitch reserves the right to monitor Your use of the Services to ensure compliance with the terms of these T&Cs.  Stitch may, in its sole discretion, prohibit any use of the Services by You that Stitch reasonably believes to be in violation of the terms of these T&Cs, or any Applicable Laws.

20. LIMITATION OF LIABILITY
    
    1. To the maximum extent permitted by Applicable Law, Stitch shall not be liable for any direct, indirect, punitive, incidental, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, data or there intangible losses that result from:
       
       1. Your use of the Services not in accordance with these T&Cs;
       2. hacking, tampering, or other unauthorised access or use of the Services;
       3. errors, mistakes, or inaccuracies of the Services;
       4. fraudulent Transactions; and
       5. any fraud by You or the Clients in connection with the Services.
    2. Neither Party will be liable to the other for consequential, incidental or special damages, including lost profits and lost data, even if such Party has been appraised of the likelihood of such damages occurring.
    3. To the fullest extent permitted in terms of Applicable Law and subject to this clause 20, You agree that Stitch’s entire liability under or related to these T&Cs, whether for negligence, breach of contract, misrepresentation or otherwise, is limited to an amount equal to the Service Fees paid by You under this Agreement in the 12 months immediately preceding the even that gave rise to the claim.
    4. Nothing in these T&Cs shall operate to exclude or restrict Stitch’s liability for death or personal injury or for any matter which such liability cannot be excluded under Applicable Law.

21. CONFIDENTIALITY
    
    1. Each Party will keep confidential and will not disclose to any person any Confidential Information.
    2. The Party receiving any Confidential Information undertakes and agrees that:
       
       1. all of the other Party's Confidential Information that it receives, or which otherwise comes to its knowledge, is proprietary to the other Party;
       2. the terms of these T&Cs do not confer any rights of whatsoever nature in such Confidential Information on it;  and
       3. it will not exploit, commercialise or otherwise make use of the other Party's Confidential Information in any manner or use such Confidential Information to compete with the other Party.
    3. Each of the Parties agrees to keep all Confidential Information confidential and to disclose it only to their respective officers, directors, employees, consultants and professional advisors who have a need to know the Confidential Information, are aware that the Confidential Information should be kept confidential, are aware of the disclosing Party's undertaking in relation to such information in terms of these T&Cs, and have been directed by the disclosing Party to keep the Confidential Information confidential.
    4. Confidential Information shall not extend to information that is required by the provisions of Applicable Law, or during any court proceedings, or by the rules or regulations of any recognised stock exchange to be disclosed.  The Party required to make such disclosure will, as far as reasonably possible and subject to Applicable Law, limit the extent of such disclosure and consult with the other Party prior to making such disclosure.
    5. The provisions of this clause 21 are severable from the rest of these T&Cs and shall survive the expiry or termination of these T&Cs for whatever reason.

22. FORCE MAJEURE 
    
    1. If a Party to these T&Cs is prevented from or delayed in performing any of its obligations under these T&Cs as a result of Force Majeure, then it will forthwith notify the other Party in writing of the nature and expected duration of such circumstances, and of the obligation or performance which is delayed or prevented.  The Parties will thereupon be excused from the performance or punctual performance, as the case may be, of its respective obligations from the date of such notification, for as long as the circumstances or prevention or delay may continue, subject to clause 22.2.
    2. If, by virtue of clause 22.1, the Parties are excused from the performance or punctual performance of any obligation for a continuous period of 30 days and provided that such performance is still excused, then any Party may at any time thereafter, by written notice to the other Party, terminate these T&Cs.

23. DISPUTE RESOLUTION
    
    1. The Parties agree that the first recourse to resolving any dispute arising out of or in connection with these T&Cs, including disputes relating to its existence, validity or termination and additional circumstances which result in material breach thereof, shall be mediation proceedings whereby they will consult and negotiate with each other in good faith and attempt to reach a satisfactory resolution to the dispute. 
    2. In the event that the prevailing dispute is not resolved within 15 Business Days from the date on which mediation proceedings began, the dispute, if arbitrable in law, shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA and shall be held in Cape Town.
    3. This clause 23 will not preclude either Party from access to an appropriate court of law for interim relief in respect of urgent matters by way of an interdict, or a mandamus pending finalisation of this dispute resolution process, for which purpose the Parties submit to the jurisdiction of Cape Town division of the High Court of South Africa

24. GENERAL
    
    1. The Parties acknowledge and agree that these T&Cs and parts thereof evidence the entire agreement and understanding between them with respect to the transactions contemplated therein. These T&Cs replace and supersede all prior agreements (oral or written) between the Parties.
    2. A failure or delay by either Party to enforce any provision of or exercise any right under these T&Cs will not be construed to be a waiver. No waiver by a Party will be effective unless expressly made in writing and signed by that Party.
    3. If there are any provisions in this Order Form which may qualify as a penalty in terms of the Conventional Penalties Act, 1962 (as amended) in relation to any act or omission by You, such provisions shall not be deemed to preclude Stitch from recovering damages in lieu of the relevant penalty.
    4. If any provision of these T&Cs is found to be unenforceable or invalid in any respect, by a court of competent jurisdiction, such unenforceability and/or invalidity will be limited to the relevant provision and will not affect any other provision of these T&Cs. These T&Cs will subsequently be construed as if the unenforceable and/or invalid provision had not formed part of it.  
    5. These T&Cs are not assignable, transferable or sublicensable by You.  Stitch may cede, assign and transfer any of its rights and obligations under these T&Cs without Your consent.  
    6. Nothing in these T&Cs will constitute or be deemed to constitute a partnership, joint venture, or employment between the Parties or render one Party an agent of the other for any purpose whatsoever. Neither Party will have authority or power to bind the other to contract or to create a liability against the other in any way.  
    7. These T&Cs shall be governed by the laws of the Republic of South Africa without regard to its conflict of laws provisions and is subject to the exclusive jurisdiction of the courts of South Africa.
    8. You represent and warrant that You have the right, power, and authority to enter into these T&Cs, to become a Party hereto and to perform the obligations hereunder. These T&Cs are a legal, valid and binding obligations on You and, enforceable against You in accordance with its terms.

25. STITCH’S INFORMATION
    
    Stitch’s information is as follows:
    
    1. Name: Stitch Money Proprietary Limited, a company incorporated in South Africa under registration number 2018/409288/07;‍
    2. Address for legal notices: 9 Kinross Street, Germiston South, Gauteng, 1401;‍
    3. Website: https://www.stitch.money/express  ‍
    4. Contact us at: https://www.stitch.money/contact or by emailing support@stitch.money email for general disputes‍
    5. Tel: +27 21 003 3539‍
    6. Business description: Stitch is a payment service provider operating as a registered TPPP and System Operator.

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PART B – ONLINE PRODUCT SPECIFIC TERMS

When agreeing to these T&Cs and the use of Stitch Express, you agree to utilise the Card Product and agree to all terms relevant to the Card Product. The use of any Product other than Card under the Services is optional.  If You elect to utilise a specific Product, You hereby accept and agree to the terms applicable to that Product and Stitch shall provide the Products to You in accordance with the terms specific to each Product, as set out below. The terms below will not apply to You to the extent that You have not selected to utilise a specific Product.

26. APPOINTMENT
    
    1. Stitch is registered as a: 
       
       1. TPPP with its Sponsoring Bank and PASA, meaning that Stitch is authorised to receive funds from or on behalf of You into its own bank account and thereafter process a Transaction on behalf of You; and
       2. a System Operator with PASA. System Operators are authorised to send and receive payment instructions on behalf of third persons. 
    2. You hereby appoint Stitch to act in its capacity as a TPPP or a System Operator, where applicable, in relation to the Products you have selected to use. For the avoidance of any doubt, the Product specific terms below apply to your use of the Service to the extent that You have selected to use the Product.

27. CARD
    
    1. For the purpose of these T&Cs, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:
       
       1. Card means any credit or debit card supported by the Payment Schemes for the purposes of processing Transactions; 
       2. Card Services means the collection of payments from Clients via Card; 
       3. Efficacy means Efficacy Payments Proprietary Limited, a company incorporated in South Africa under registration number 2016/008667/07, which has been designated by the SARB to acquire debit and credit Card Transaction; and
       4. Efficacy Acquiring Terms means the terms and conditions applicable to Efficacy acquiring your Card Transactions and that can be access here.
    2. Stitch is not a party to any Transactions between You and any Client, and has no control whatsoever over any Clients’ conduct.
    3. You shall bear all risks of transacting with the Clients (including where payments are made by Clients to unintended recipients, or where payments reflect the incorrect amounts due to the input of incorrect information by Clients).
    4. You acknowledge and agree that: 
       
       1. subject to clause 27.4.2, Stitch shall operate in the flow-of-funds and receive payments on behalf of You directly into its own bank account; and
       2. where You have agreed to the Efficacy Acquiring Terms and upon commencement of Efficacy acquiring your Card Transactions, Stitch shall operate and be deemed to operate out of the flow-of-funds in respect of the Card Services for You and provide the Card Services to You in its capacity as a System Operator.
    5. You acknowledge and agree that the Card Services are subject to Payment Scheme Rules, Applicable Laws and such terms and conditions as may be imposed by the banks from time to time. You agree and undertake:
       
       1. to comply with the Payment Scheme Rules to the extent required as a merchant;
       2. not to engage in any conduct prohibited by the Payment Scheme Rules when accepting Card payments; and
       3. to abide by and ensure that all equipment and software You use in connection with Card Transactions and that the storage and/or processing of Card data comply with any payment card industry or payment application data security standards of any Payment Scheme as may be applicable from time to time.
    6. If You are non-compliant with, or violate, any Applicable Laws and/or the Payment Scheme Rules, then You will be liable for any penalties, fines and/or losses incurred by Stitch as a result of You being non-compliant or in violation thereof. You hereby irrevocably and unconditionally indemnify Stitch in full, and hold Stitch harmless, against all liabilities, costs, expenses, damages and losses of whatsoever nature and howsoever described (including but not limited to any direct, indirect and consequential losses) that Stitch may suffer or incur as a result of You being non-compliant or violating any Applicable Laws and/or the Payment Scheme Rules.
    7. You shall also promptly notify Stitch of any security breach, misuse, irregularity, suspected fraudulent transaction or suspicious activities that may be connected with attempts to commit fraud or other illegal activity and the corrective action that You have taken. Stitch shall not be liable in any manner whatsoever to You where a Transaction has been successfully processed, but the acquiring bank withholds the funds as a result of actual and/or potential fraud, money laundering, terrorist financing, corruption or any other nefarious or criminal activity.
    8. Should a Client raise a dispute in respect of a Transaction which has been processed and settled to You, Stitch shall provide all reasonable assistance and information which may be requested by You, Your bank, or Stitch's sponsoring bank in order to assist You with resolving the dispute.
    9. Stitch shall not be under any obligation to investigate or challenge the validity of any chargeback. Notwithstanding the aforesaid, You acknowledge and agree that:
       
       1. if Stitch is providing the Card Services in its capacity as a TPPP, and You wish to dispute a chargeback, You shall timeously provide Stitch with any credible documentation, information and/or evidence that Stitch or the Payment Schemes may require; and 
       2. if Stitch is providing the Card Services to You in its capacity as a System Operator, and You wish to dispute a chargeback, then following receipt of written request from You to this effect, Stitch shall provide You with any credible documentation, information and/or evidence that You may require in relation to such chargeback.
    10. You acknowledge and agree that You are responsible for all chargebacks and that Stitch shall be entitled to recover all or any chargebacks that are raised in relation to Transactions from You. 

28. SUBSCRIPTIONS
    
    1. For the purpose of these T&Cs, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:
       
       1. Subscriptions means a recurring Transaction that the Client has agreed to be processed at the agreed intervals or on agreed dates for goods to be delivered and/or services to be performed by You in the future;
       2. Cancellation Policy means the terms relating to a Subscription and the cancellations thereto, as provided by Stitch from time to time.
    2. Stitch is not a party to any Subscription entered into between You and Your Clients. Stitch’s obligations in relation to a Subscription relate solely to the processing of the Subscription Transaction and shall not in anyway be liable to You or the Client for any goods provided and/or services rendered by You to the Client by way of a Subscription;
    3. Where a Client agrees to a Subscription, Stitch shall process the Subscription Transactions at the agreed intervals and shall notify You whether the processing of each Subscription Transactions was successful.
    4. Stitch shall not be liable to You where it is unable to process a Subscription Transaction unless as a result of Stitch’s gross negligence or wilful default.
    5. Subscriptions are processed as Card Transactions. As such, the terms and conditions associated with Card (clause 27) shall also specifically apply to Your use of Card for the purpose of Subscriptions.
    6. Where Stitch is unable to successfully process the Subscription Transaction, Stitch shall notify You that the Subscription Transaction was not successfully processed and it shall be Your responsibility to contact the Client in relation to the unprocessed Transaction.
    7. You acknowledge and agree that:
       
       1. You have read the Cancellation Policy and agree to the terms contained therein as it relates to Your engagement with the Client;
       2. the Cancellation Policy relates solely to the Client’s agreement to the Subscription and cancellation thereof. You are responsible for providing the Client with: (i) Your terms of service (relating to the purchase of goods or services from You); (ii) how You process the Client’s data; (iii) Your refunds policy; and (iv) any other document, agreement or policy as it relates to Your engagement with the Client;
       3. where a Client cancels or terminates a Subscription, You shall be responsible for engaging with the Client in relation thereto. Stitch shall not be liable to You in any way whatsoever in respect of a cancelled or terminated Subscription. 

29. DIGITAL WALLETS
    
    1. For the purpose of these T&Cs, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:
       
       1. Digital Wallet Services means the processing of a Transaction by Stitch, on behalf of You, which Transaction originated from an online software system or tool used to store digital payment method(s) and information, such as a credit and/or debit card, which online software system or tool is held with a Wallet Provider; and
       2. Wallet Provider means any entity which provides persons with access to an online software system or tool used to store digital payment method(s) and information, such as a credit and/or debit card, for example (and without being limited to) Apple Payments Incorporated ("Apple") provides the Apple Pay Digital Wallet; Samsung Electronics Co., Ltd. ("Samsung") provides the Samsung Pay Digital Wallet; and Google LLC ("Google") provides the Google Pay Digital Wallet.
    2. Stitch shall process all payment instructions in respect of the Digital Wallet Services between You and the Client, which are initiated via a supported Wallet Provider. 
    3. The processing of the Digital Wallet Services shall be processed by Stitch as a Transaction involving a debit or credit card. Accordingly, the terms and conditions associated with Card Services in the T&Cs shall also specifically apply to the Digital Wallet Services, and are accordingly incorporated by reference as though specifically included herein. 
    4. You understand and agree that the Digital Wallet Services are, in addition to these Terms and Conditions, also subject to Your compliance with the terms of service of the supported Wallet Providers, including but not limited to: 
       
       1. Apple’s Payments Terms and Conditions and Acceptable Use Guidelines;
       2. Samsung’s Wallet Terms of Service and General Terms of Service; and
       3. Google’s Terms of Service, Privacy and Terms and Business Console Additional Terms of Service.
    5. Stitch reserves the right to vary, amend, supplement, modify or change the list of supported Wallet Providers at any time, within its sole discretion. Stitch will keep You informed if there are any changes in this regard which materially adversely impact You. You will be notified of any changes prior to any implementation that requires intervention from Your technical team. Stitch reserves the right to update the Services in respect of the Digital Wallet Services.

30. CAPITEC PAY
    
    1. For the purpose of these T&Cs, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:
       
       1. Capitec means Capitec Bank Limited, a public company registered in accordance with the laws of South Africa under registration number, 1980/003695/06; 
       2. Capitec Pay means a solution created, developed and operated by Capitec, allowing customers with a Capitec bank account to securely transact online, via a secure API, with Capitec Pay qualifying merchants; 
       3. Confirmed Fraud means a Transaction that was reported by a Client or a Third Party as fraud or where Capitec’s transaction monitoring systems identified a Transaction as suspicious, which was subsequently investigated by Capitec and found to be, on a balance of probability, a fraudulent Transaction that was not voluntarily or intentionally performed by the Client; and
       4. Wrong Doing means either: (i) where Stitch notified You of reported, alleged, or suspected fraud relating to a Transaction and You failed to apply reasonable efforts to place the underlying Transaction on hold to prevent loss or damage; or (ii) Capitec determines that the Confirmed Fraud was as a result of Your gross negligence or malicious intent, including any acts of Your employees or contractors. 
    2. All Transactions successfully processed shall be considered irrevocable, subject to, where a Transaction is disputed, that Transaction will be reversible only (i) with Your consent; or (ii) where there is both Confirmed Fraud and Wrong-Doing on Your part. If it is determined that there is Wrong-Doing on Your part, You hereby irrevocably and unconditionally indemnify Stitch in full, and hold Stitch harmless, against all or any losses, liabilities, damages, costs, and expenses of whatsoever nature and howsoever described (including but not limited to any direct, indirect, special and/or consequential losses, liabilities, or damages,) that Stitch may suffer or incur as a result of Your Wrong-Doing.
    3. Risk Mitigation
       
       1. Capitec has identified certain industries and types of businesses as being higher risk. As a consequence thereof, Capitec may direct or require that Stitch imposes certain risk mitigation, and/or additional due diligence, measures on merchants who fall into these higher risk categories, which You shall be obliged to implement and comply with, which includes but shall not be limited to the following risk mitigation and/or due diligence measures:
          
          1. You must verify the ID of the Client when opening an account or onboarding the Client;
          2. You are only permitted to use a verified ID as the proxy identifier for payment initiation, which proxy identifier must be non-editable in accordance with Capitec’s requirements; 
          3. in the event Capitec grants written consent for Stitch to use the account number in the verified ID flow for high-risk Merchants, the account number must be verified with Capitec using an Account Verification Services i.e. AVS transaction; and
          4. You may only credit the account of the paying Client with funds received via a Capitec Pay Transaction. No payments to third-party accounts will be permitted, i.e. You must check that the accountholder and Consumer making the payment matches.
       2. You agree and undertake that You shall be responsible for ensuring Your compliance in full with the risk mitigation, and/or additional due diligence, measures determined by Stitch from time to time in terms of clause 30.3.1, and You hereby irrevocably and unconditionally indemnify Stitch in full, and hold Stitch harmless, against all or any losses, liabilities, damages, costs, and expenses of whatsoever nature and howsoever described (including but not limited to any direct, indirect, special and/or consequential losses, liabilities, or damages,) that Stitch may suffer or incur as a result of Your non-compliance herewith.
    4. Transaction Dispute Process
       
       1. Stitch will notify You promptly of any disputes it has received from Capitec. Once notified by Stitch, You must use all reasonable efforts to place the underlying transaction with the Client on hold, as soon as reasonably possible, to avoid and mitigate against any loss or damage.
       2. If Stitch requests information and documentation in relation to the dispute, You must, as soon as reasonably possible, but no later than 24 hours after the request for such information and documentation, provide Stitch with same.

31. BUY-NOW-PAY-LATER
    
    1. For the purpose of these T&Cs the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:
       1. BNPL means the Product offered by Stitch known as ‘buy now payer later’ which allows a BNPL Client to purchase goods and/or services from You, where Stitch pays You upfront on the BNPL Client’s behalf, and Stitch consents to deferring the BNPL Client’s obligation to pay Stitch the Purchase Consideration, in accordance with the Client Agreement;
       2. BNPL Client means a Client, that has been approved by Stitch, to purchase goods or services from You using the BNPL Product;
       3. Client Agreement means the agreement entered into between Stitch and a BNPL Client that governs the BNPL Client’s use of the BNPL Product;
       4. Instalment means a portion of the Purchase Consideration payable by a BNPL Client and collected by Stitch in accordance with a Repayment Plan;
       5. Purchase Consideration means the total value (including VAT) payable by a BNPL Client to You for the goods or services;
       6. Refund means a refund due to a BNPL Client by You where the underlying BNPL Transaction was processed by Stitch;
       7. Refund Notification means an instruction by You to Stitch through the Stitch API to initiate a Refund; and
       8. Repayment Plan means the schedule setting out the value, frequency, and timing of each Instalment agreed with a BNPL Client for the repayment of the Purchase Consideration, governed by the Client Agreement.
       
       
    2. BNPL Client approval
       
       1. Stitch shall process BNPL Transactions for those BNPL Clients who have (i) been vetted and registered by Stitch; (ii) entered into the Client Agreement; and (iii) been approved by Stitch and entered into a Repayment Plan in respect of each BNPL Transaction.
       2. You acknowledge that Stitch is responsible for assessing the eligibility of a Client to use the BNPL Product. Stitch may, in its absolute discretion, refuse a BNPL Client’s request to utilise the BNPL Product, and/or process a BNPL Transaction.
       3. You shall deliver to Stitch all information required by Stitch to onboard a Client as a BNPL Client, and in respect of each BNPL Transaction, as applicable. You shall ensure that all information you provide to Stitch is true, current and correct, and You shall be liable for any losses incurred by Stitch as a result of Stitch’s reliance on such information.
    3. Settlement and Cession
       
       1. In respect of each approved BNPL Transaction request:
          
          1. following the successful collection of the first Instalment: (i) You shall be liable for the Service Fee in respect of the BNPL Transaction; and (ii) Stitch shall allocate the Purchase Consideration to Your Stitch Express Balance on the Client’s behalf (net of the applicable Service Fees); and
          2. You hereby irrevocably consent to the cession of every right, title and interest in and to each claim You have or may obtain against a Client for the Purchase Consideration in respect of each BNPL Transaction to Stitch, which cession Stitch hereby accepts.
    4. Transaction limits
       Stitch shall determine the minimum and maximum Transaction values applicable to the BNPL Product (“Transaction Limits”), and may within reason and in its sole discretion, change the Transaction Limits at any time and will notify You by sending a written notice of such changes, which change will take effect on the date stipulated in such notice.
    5. Refunds
       
       1. Refunds are governed by Your refund and return policy. You are responsible for, and Stitch shall refer to You, all BNPL Client queries or complaints relating to Refunds due by You to a BNPL Client.
       2. You are required to inform Stitch of each Refund immediately via the Stitch API (“Refund Notification”), whereafter, the Refund shall be settled either:
          
          1. by You directly (“Merchant Processed Refund”); or
          2. by Stitch on behalf of You (“Stitch Processed Refund”).
       3. Following receipt of a Refund Notification, Stitch shall determine whether to maintain, cancel or adjust the Instalment Plan, inform You and/or BNPL Client of its determination, and implement as necessary.
       4. If You Issue a Refund, You shall remain liable for the Service Fee for the underlying BNPL Transaction.  
       5. Where you have requested a Stitch Processed Refund, Stitch shall: (i) refund the Client the aggregate of all Instalments paid by the Client up until the date of the Refund; and (ii) reduce Your Stitch Express Balance by the amount paid by Stitch to You plus the Service Fee payable for the applicable BNPL Transaction.
       6. In the event that You issue a Merchant Processed Refund, You shall be liable to Stitch for any (i) amounts owing to Stitch from the BNPL Client and/or from You, as the case may be; and (ii) losses suffered by Stitch in relation to such Refund. You authorise Stitch to set off any amounts owing by You to Stitch in relation to a Refund (“Refund Settlement”), from any amounts due to You by Stitch.
       7. Should Your Stitch Express Balance be insufficient to cover the amounts owing under clauses 31.5.5 and/or 31.5.6, You agree to pay the full Refund Settlement to Stitch within 5 (five) Business Days of being notified of such by Stitch.
       8. You shall be entitled to request a Stitch Processed Refund of a BNPL Transaction within 100 (one hundred) days following the BNPL Transaction date. Stitch will not process Refunds after this period has expired.
       9. Any notification in respect of a Refund sent to Stitch by You outside of the Stitch API will not constitute a valid Refund Notification and Stitch will not be liable for any losses in respect of that Refund. Should You fail to issue a valid Refund Notification, Stitch shall continue to collect the Instalments in accordance with the applicable Repayment Plan and Stitch will not be liable for any claims or losses in respect of such.
    6. BNPL Client charges
       
       1. All Service Fees, charges or fees in respect of the BNPL Product shall be payable to Stitch by You.
       2. You acknowledge that Stitch does not impose any interest, fees, or charges on BNPL Clients for use of the BNPL Product. The BNPL Product is free of charge for the BNPL Client, when a BNPL Client pays Instalments on time.
       3. You further acknowledge and agree that neither the BNPL Product nor the Client Agreement constitute a credit agreement as defined under the National Credit Act 34 of 2005, and Stitch is not acting as a registered credit provider.
       4. You shall not make any representation to Clients implying that Stitch charges interest or otherwise extends credit to BNPL Clients.
    7. BNPL Client relationship
       
       1. You acknowledge that Stitch’s obligations toward BNPL Clients are governed solely by the Client Agreement.
       2. Stitch shall under no circumstances assume any liability that a Client may have in respects of the goods purchased and/or services provided by You.
       3. You shall ensure that all marketing, customer support, and consumer communications relating to the BNPL Product are accurate and consistent with the Client Agreement and Stitch’s approved consumer materials.
    8. Effect of termination
       
       1. If Your use of the BNPL Product expires or is terminated:
          
          1. Stitch shall continue to process any remaining Instalments and Refund Settlements until completion of all active Repayment Plans;
          2. You shall continue to pay all Service Fees for such BNPL Transactions; and
          3. these T&Cs shall remain in effect and continue to govern all active BNPL Transactions until there are no outstanding Repayment Plans.
    ‍