BANK OF ABYSSINIA INTERNET GATEWAY LEGAL AGREEMENT

This Crowd funding Agreement using Payment Cards (the "Agreement") is made and entered into between:

Wegen Technology Solutions PLC, a company incorporated under the laws of Ethiopia and having its registered office at Yeka Sub city, Woreda 08, House No. (NEW), Addis Ababa, Ethiopia. (Hereinafter referred to as “Tech owner or Wegen”,) which expression shall include its successors in interest and permitted assignees.

And

Bank of Abyssinia S.C. is duly incorporated and licensed in the Federal Democratic Republic of Ethiopia to engage in banking business, having its registered office located at, Addis Ababa, Kirkos Sub City, Woreda 07, Legehar Own HQ  Building (hereinafter referred to as the “Bank”).

And

You, the charitable organization or NGO, registered as per Proc. 1113/2019, or a religious institution exempted from registering with ACSO (hereinafter referred to as “You or Donee”) which expression shall include its successors in interest and permitted assignees); or, in case of a natural person fundraising for medical Causes, a person legally resident in Ethiopia.

WHEREAS:

1. The Bank is engaged in banking business and as part of its banking operations is engaged in the business of processing payments or donations for establishments or NGO’s in respect of donations sought to be made by way of debit/ credit cards (as hereinafter provided).
2. The Bank as part of its payment processing business entered into grand internet payment gateway agreement on 24 December 2021 with Wegen Technology Solutions.
3. Donee requested the Bank to collect or fundraise donations using the payment facilities provided by the Bank and Wegenfund. The Donee is desirous of being approved as a fundraiser or Donee to raise funds by credit/debit cards on the terms and conditions set by Wegen, the bank and this agreement.
4. The Donee also agreed with Wegen which is provider of Wegenfund, the platform which helps donne to collect donations using the internet and similar technologies.
5. Wegenfund will process donations via the payment method chosen at the time of donating.
6. Hereinafter therefore, the Bank agreed to allow the Donee be registered as Donee, and in consideration of the Bank agreeing to pay to the Donee the amount of the donation in accordance with the following terms and conditions less the processing fees of Wegen mentioned under this contract and the terms and condition to be agreed by the parties with the Donee. The parties agreed as follows:

Definitions:-

1. Undertaking of the Bank
   1. Provision of the Facility: The Bank agrees to enable the Donee to receive the donation made to it by a Cardholder through a Valid Credit/Debit Card and the Bank hereby reserves the right to appoint a third party to enable receipt of such payments, on such terms and conditions as it may deem fit.
   2. Facility Standard: The Bank shall:
2. Provide Wegen a payment gateway platform/software which can enable Wegen to conduct online crowdfunding. And the Bank owns the payment gateway platform.
3. Make its reasonable best efforts to maintain the Facility in operation 24 hours a day, seven days a week.
4. Make its reasonable best efforts to provide the Facility in a manner that protects information transmitted by the Software from (A) unauthorized interception, (B) Undetected unauthorized modification or alteration after its origination, (C) undetected initiation by persons posing as other persons or entities, (D) unauthorized replication.
5. Limitations: The Bank's obligations described above are subject to the following limitations:
6. Messages that originate from the server of Wegen or the server of a third party designated by Wegen (e.g., a host) shall be deemed to be authorized by Wegen, and the Bank shall not be liable for processing such messages.
7. Messages that originate from the Cardholder are deemed to be authorized by the Cardholder and the Bank shall not be liable for processing such messages.
8. The Bank is not responsible for the security of data residing on the server of Wegen or a third party designated by Wegen (e.g., a host) or on the server of a Cardholder or a third party designated by a Cardholder (e.g., a host).
9. The Bank shall have no liability for any failure or delay in performing its obligations under this Agreement if such failure or delay: (A) is caused by Wegen's acts or omissions; (B) results from actions taken by the Bank in a reasonable good faith effort to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on Cardholders; or (C) is caused by circumstances beyond the Bank's control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of "ACTS OF GOD" or force majeure. In such instances the bank shall notify Wegen.
10. Compliance with Law & Guidelines: Donee shall at all times comply with applicable laws, rules and regulations insofar as relevant to its use of the Facility. Donee will at all times comply with the guidelines set for them by the Bank. If the utilization of the Facility by Donee results in or may result in additional liability being placed on the Bank under the Payment Card guidelines, such utilization shall be deemed to be a violation of this Agreement.
11. Undertaking of Wegen
    1. Use of the Facility: In using the Facility, Donee agrees:
12. Not to use the Facility in any manner, or in furtherance of any activity, which constitutes a violation of any law or regulation or which may result in fraud on any person or which may cause the Bank to be subject to investigation, prosecution or legal action.
13. To use the Gateway Software in accordance with the terms on which the Software has been provided to Wegen and Donee and not to attempt to modify, translate, disassemble, decompile or reverse engineer the Software, or use it for any purpose other than for the utilization of the Facility.
14. Payment card details will be processed by or saved on Wegen’s servers, but Wegen will hold relevant information about Donors, Donees and donation transactions as per its Terms of Use.
15. Wegen should make reasonable best efforts to keep its crowdfunding platform secure.
16. The Donee shall submit the following required documents and informations upon registration: -
17. Registration details, including a valid registration license from The Authority for Civil Society Organization (ACSO).
18. Registered Memorandum of Association/Governing Rules of the Donee or NGO
19. Charity description
20. Charity logo/picture
21. TIN No
22. Article of association if any
23. Bank account opening permission given to the Donee by civil society’s organization Agency or Bank Account details for payouts.
24. Any other documents requested for the task
25. If a religious Organization or institution then all legal supporting documents
26. If the donee is a natural person then Passport/Driving Licence/Kebele ID and other supporting documents.
27. The Bank and Wegen shall approve the sufficiency of the documents submitted.
28. Cardholder Support: Wegen shall provide a reasonable level of cardholder support to the Cardholders with respect to donation using the Facility. Such support shall include appropriate notice to the Cardholders of: (i) procedures for resolving disputes.
29. Authorization
    1. The Bank will not accept liability of any charge backs or disputed donations.
    2. The bank reserves the right to block any Card, Bin or Card number that is deemed to be risky by the Bank.
30. Donation Handling
31. Wegen in handling donation(s) via payment gateways must ensure that the extraction of data from the Cards must be done as per the working procedure guideline and policy provided by the Bank (this may vary from time to time but the Bank will give prior notice of variation to Wegen and the Donee).
32. The parties agreed that Wegen shall deliver to the Cardholder a bill including charges covered in the payment received from the cardholder through the payment gateway.
33. The Bank reserves the right to impose limits on the number of donations undertaken using a particular Valid Credit/Debit Card and the value of a single donation during any time period, and reserves the right to refuse to make payments in respect of donations exceeding such limit.
34. Payment to the Donee
35. All donations collected using the platform shall be deposited under a Payable account up until payment instructions is provided to the Bank by Wegen.
36. Subject to the terms of this Agreement, the bank shall normally pay to the Donee donation amount less the processing fees for Wegen within twenty-four hours, following the day after receipt of payment instruction from Wegen.
37. However, in case of suspected fraud donations or high-value donations or high volume donations, the bank has the right to contact the issuer bank to get a confirmation of the cardholder's participation in the donation/s. In this case, the bank will pay the Donee within two to twenty one days following the day on which after the transactions took place.
38. The net donation payment to Donee, less Wegen’s processing fees, shall be made by the Bank to the account of the Donee or by cheques in Ethiopian Birr based on the exchange rate on the transaction date.
39. Payment by the Bank shall be made without prejudice to any claims or rights that the Bank may have against Wegen and shall not constitute any admission by the Bank as to the performance by the parties of their obligations under this Agreement and the amount payable to them.
40. The Bank shall be entitled to set off and deduct from any payment due to Donee :
41. The amount of any refund due to any cardholder in accordance with the refund procedure set out in clause 7 below; and
42. Any overpayment made by the Bank due to computational/ system errors or otherwise; and
43. Any other sums due from or payable by the Donee to the Bank herein; and
44. If the Bank suspects, on reasonable ground and in its sole and exclusive opinion, that the Donee has been negligent, or has committed a breach of this agreement or act/s of dishonesty or fraud against the Bank or any Cardholder, the Bank shall be entitled to suspend all payments under this agreement to them pending enquiries by the Bank and resolution of the same to the Bank's satisfaction.
45. Rejection of Payment: Notwithstanding anything stated elsewhere in this agreement the Bank may reject donations where:
46. The authorization process cannot be completed/fails in relation to a donation;
47. Refund: Where the Bank is entitled to reject donations or demand a refund, it may:
48. Deduct the relevant amount from the donated Amount and/or donations to be made in respect of subsequent donation amounts until the Bank has been refunded in full;
49. Demand payment of the relevant amount from the Donee.
50. Presentation of Transactions and Refunds
    1. All donations on Wegenfund are generally non-refundable. The Donee accepts that any exceptions made to this rule will be at the sole discretion of Wegen, subject to The Banks agreement.
    2. In case funds can not be transferred to a Donee for legal reasons (e.g. Donee does not have legal status anymore), any funds that have not been transferred yet will be reallocated to a similar Cause or Causes chosen by Wegen and The Bank.
    3. In situations where donation date and refund date have a gap between them, which or otherwise causes a currency translation difference for donations on foreign cards, the Bank will have the right to recover the equivalent amount pertaining to such foreign exchange currency translation differences from the Wegen and Donee, for the purpose of crediting the same to the Cardholder's Card Account.
51. Processing Fees
    1. The Donee agreed that the bank shall pay 2.75% of the donation to Wegen for administrative and processing fees.
    2. Wegen may provide promotional discounts from time to time which will clearly state how long the discount will apply for. As an introductory offer, no Processing Fees will be charged until 31 March 2022.
52. Chargebacks & Disputes
53. If a donation or transaction is issued or presented in breach of this Agreement or a Cardholder makes a claim against the Bank relating to a Card Transaction in respect of which the transaction has been issued;
54. the bank may without specifying a reason withhold payment or donation on presentation of the transaction or
55. If the Donee and Wegen have already been paid for the transaction, the Bank shall be entitled to recover the amount from the Donee Account and Wegen account and where this is not possible, require both to immediately repay the amount of donation to the extent deposited to their account.
56. Removal and Cessation of Business

The Donee shall inform Wegen and the Bank any removal of offices, change of address and/or its cessation of business in writing 30 working days prior to its effective date.

1. Termination

This Agreement shall be effective from the date the Donee is registered on Wegenfund, or if the Donee is a natural person, from the date the person registered an account on Wegenfund.

1. the Donee has the right to terminate this contract
2. Any one of the parties has the right to terminate this Agreement by giving seven (7) days written notice if any party is in breach of any of the terms and conditions contained in this Agreement.
3. In addition to the above stated grounds of terminations one of the parties may terminate the contract immediately
   1. If one of the parties to the contract violates any law applicable to its business directly related to this agreement as per the Country’s laws and the provision of the service under the contract.
   2. Any of the parties commits an act which would be deemed to be in violation of any of the provisions of this contract.
   3. Either of the parties fails to fulfill the license requirements related to this contract.
   4. In the event that any force majeure continues for more than 30 days, the other party may terminate the contract within thirty (30) days without liability to the affected party.
4. Default

If there is a material breach of any representation or warranty, or default in the performance of any covenant or obligation of this Agreement, by either Party, and such breach or default shall continue for a period of thirty (30) days after receipt by the breaching or defaulting Party of written notice thereof from the non-breaching or defaulting Party (setting forth in detail the nature of such default), then this Agreement may terminate at the option of the non-breaching or defaulting Party as of the thirty-first (31st) day following the receipt of such written notice. If, however, the breach or default cannot be remedied within such thirty (30) day period, such time period shall be extended for an additional period of not more than a Fortnight, so long as the breaching or defaulting Party has notified the non-breaching or -defaulting Party in writing and in detail of its plans to initiate substantive steps to remedy the breach or default and diligently and continuously thereafter pursues the same to completion within such additional Fortnight.

1. Acceptance of Charges with Recourse

The Donee agree that payment made in respect of which the Issuing Bank raises a claim on the Bank shall be the financial responsibility of the Donee.

The parties agree to the non-payment in respect of such Order or the charging back of such uncollectable charge as the case may be without any demur or protest. The Donee hereby authorizes the Bank to debit its bank account to the extent of the aforesaid uncollectible amounts and any other moneys due for any reason to the Bank by them, or deduct the same from amounts payable to them in terms of clause 5 of this Agreement in respect of a Transaction Amount.

1. Donations

Donations to be charged by the Donee shall be inclusive of all transaction fees payable to Wegen.

1. Acceptance of Terms and Conditions of This Agreement

The Donee confirms that these terms were presented to the Donee upon registering an “Organisation” on Wegenfund, or creating a Personal Cause, and registering an “Organisation” or starting a Personal Cause on Wegenfund constitutes acceptance of, and agreement to be bound by all the above terms and conditions.

1. Effective Date

This Agreement is effective from the date The Donee Organisation Registered on Wegenfund, or created a Personal Cause.