PRODUCT TERMS AND CONDITIONS FOR POWER USERS

SPENN Powered by Cavmont Bank

These Terms and Conditions for Power Users (“Terms”) are a contract between you (the “Power User, “you” or “your”) and Cavmont Bank (“Bank”, “we”, “us” or “our”) and applies to your use of the SPENN application. The Services are provided to you subject to these Terms as well as our Privacy Policy (“Privacy Policy”) which is available at http://www.cavmont.com.zm/ and is incorporated in these Terms by reference.

1.
DEFINITIONS
1.1
In this Agreement, unless the context requires otherwise:
AML or anti-money laundering means legal, policy and procedural safeguards to ensure that the SPENN application is not used for terrorism or proliferation financing or to turn illegitimately obtained funds or monetary equivalents into seemingly legitimate funds or monetary equivalents.
Bank means Cavmont Bank Limited, a company formed and existing pursuant to the laws of the country of Zambia, registration number 26788 with an office and its principal place of business at Cavmont House, Plot 2374, Thabo Mbeki Road, Lusaka, Zambia, (hereinafter also referred to as “we”, “us” or “our”).
Blockbonds AS, a company formed and existing pursuant to the laws of the country of Norway, registration number 915 912 028 with an office and its principal place of business at Andoyfared 33, 4623, Kristinasand S, 1001 Kristiansand, Norway, and any subsidiaries as incorporated under local laws.
Cash Float means the electronic cash to be provided and maintained by the Power User for the provision of Transactions.
Cash-in Transaction means the payment of cash by a SPENN user which will be credited to the user’s SPENN Account in the form of Digital Value.
Cash-out Transaction means the exchange of value of Digital Value from a user’s SPENN Account in the form of payment of cash to the SPENN user.
SPENN User means the person who registered to use the SPENN application and whose funds are stored on the bank account with the Bank (hereinafter also referred to as “you” or “your”).
Digital Value means the digital representation of local currency recorded in a SPENN Account.
Equipment or Device includes your mobile phone handset and/or any other apparatus that enables access to the SPENN application.
KYC or know your customer means a set of due diligence measures undertaken to identify a SPENN user and for ongoing monitoring of transactions through its SPENN Account.
Power User means a SPENN user who is enabled through SPENN to provide Cash-in Transactions and Cash-out Transactions to other SPENN Users.
Services means all services offered through the SPENN application pursuant to these Terms, including but not limited to Transactions and any other service as you may from time to time subscribe to.
SPENN means a mobile banking solution application created by Blockbonds AS, where the users can perform real-time financial transactions and plan their spending.
SPENN Account means a personalized online profile, which every Power User needs to create before using the Services, following the procedure described hereunder.
Terms means these Product Terms and Conditions and any document incorporated in these Terms by reference.
Tier 1 shall mean SPENN Users who transact up to a limit of ZMK 10,000.
Tier 2 means shall mean SPENN Users who transact up to a limit of ZMK 20,000.00.
Tier 3 means shall mean SPENN Users who transact up to a limit of K ZMK 250,000.00
Transaction means any Cash-in Transaction, Cash-out Transaction, Transfer or other cash or Digital Value payment activities undertaken on the SPENN application or through a SPENN Account.
Transfer means transfer of Digital Value between SPENN Accounts effected at the request of a SPENN user.
2.
ELIGIBILITY TO OPEN SPENN ACCOUNT
2.1
A SPENN Account may be opened solely by way of electronic application downloaded by you onto your Device via applicable smart phone application stores.
2.2
You must be at least 18 years to open a SPENN Account and must in this respect provide sufficient proof of identification. For purposes of the use of the SPENN application, sufficient proof of identification shall be your name, ID number, date of birth and Tax Payer Identification Number. If requested by the Bank, you must also present your original National ID, Passport or Driver’s Licence at a Bank branch.
2.3
The opening of a SPENN Account is subject to and will be deemed to be automatic acceptance of the General Terms and Conditions for Account Opening at the Bank and the SPENN Terms and Conditions.
2.4
The SPENN Account is not transferrable.
2.5
The Bank reserves the right to accept or decline the opening of a SPENN Account or to revoke the continued use of the same at any stage at its own discretion without assigning any reason or giving any notice thereto.
2.6
The Power User agrees and authorizes the Bank to request for your personal information including but not limited to, your phone number, name, date of birth, ID or passport number and such other information that will enable the Bank to identify you and comply with the regulatory “Know Your Customer” requirements. In addition the Power User consents to the use, collection and collation of your personal information to enable the Bank perform its obligations under these Terms.
2.7
The Power User consents and authorizes the Bank to disclose your personal information to Blockbonds and to any regulatory, statutory body or third party as specifically directed by law for the purposes of these Terms.
2.8
The Bank reserves the right to request for further information form the Plus User/SPENN User pertaining to the application for a SPENN Account. Failure to provide the information within the time required by the Bank may result in the Bank declining to accept the application to open a SPENN Account or to suspend or freeze your SPENN Account.
2.9
The Bank reserves the right to use your personal information to compile profiles for statistical purposes and reserves the right to freely trade with such profiles and statistical data, as long as the profiles or statistical data cannot be linked to you subject by a third party.
3.
ACCEPTANCE OF TERMS AND CONDITIONS
3.1
By accepting these Terms, you confirm and acknowledge that:
3.1.1
you have read, understood and agree to these Terms which will govern the use and operation of the SPENN Account and specifically the roles and responsibilities of the parties, representations, warranties and undertakings for ensuring adequate due diligence and obligations with regard to know your customer and anti money laundering compliance;
3.1.2
you understand the services being offered hereunder, and the risks and costs associated with your use of the SPENN Account;
3.1.3
the information you have provided to the Bank during the Power User registration process and anytime later updated are true and accurate;
3.1.4
upon clicking the “Accept” option upon download of the Application you agree to abide by these Terms;
3.1.5
by using and continuing to use SPENN you are agreeing to be bound by these Terms;
3.2
If you do not agree with these Terms, you may not use or access the Services.
3.3
The Bank reserves the right to change or modify these Terms from time to time. The Power User acknowledges and agrees that continued use of the SPENN Account constitutes their agreement to be bound by the terms of any such amendment or variation and shall therefore review this document periodically to familiarize themselves with the changes.
3.4
The Power User acknowledges and accepts the Bank offers the SPENN application electronically and that they agree to operate the SPENN account via electronic means. Any query relating to the services shall be addressed to the Bank through the SPENN Zambia Customer Care Centre,
4.
TRANSACTIONS MADE VIA SPENN ACCOUNT
4.1
The Power User can see the status of the Transaction in the Transaction history.
4.2
Services undertaken through Plus and Power Users may be subject to a fee.
4.3
You will be able to perform Cash in Transaction and Cash out Transactions at the Bank and/or through other Power Users. Transactions undertaken through other Power Users may be subject to an additional fee.
4.4
The Bank is indemnified against any claim or liability that may arise from a dispute between the SPENN users in respect Services supplied or delivered;
4.5
The SPENN User/Power authorises the Bank to settle Transactions according to the SPENN User’s instructions. The SPENN User acknowledges and agrees that a Transaction once complete is final and irrevocable and therefore the Bank can never be under any compulsion to reverse the Transaction.
4.6
The Bank will not be compelled to refund or compensate the sender of the Digital Value if the Digital Value is sent to a recipient mistakenly, in error or fraudulently or under duress and subsequently exchanged by the recipient of the erroneous Transaction. The Power User further agrees to hold the Bank harmless of any losses arising from mistaken, erroneous or fraudulent transfer of funds or any transfer of funds from the Power User’s SPENN Account done under duress, coercion or criminal force.
4.7
The Bank reserves the right to prescribe Transaction limits in order to guard against use of SPENN account in money laundering activities.
4.8
Your Transaction request will not be completed in the following instances:
4.8.1
if you have reached the maximum limit prescribed by the Bank as set out in clause 5;
4.8.2
if your SPENN Account has been temporarily suspended or permanently frozen on grounds the Bank deems valid; or
4.8.3
if there is any other compelling reason such as temporary system delay or outage.
4.9
Where a transfer of funds has been made to your SPENN Account and you have not made a claim in respect of such funds after a period of two (2) years following the transfer and you have not responded to a notice sent to you by the Bank informing you of this fact, the Bank will relinquish the funds to the Bank of Zambia and any claims after the Bank has relinquished the funds will be made to the Bank of Zambia.
5.
TRANSACTION LIMITS
5.1
Tier 1 Users are subject to the following Transaction limits:
5.1.1
maximum cumulative Transaction amount per day: ZMK 10,000.
5.2
Tier 2 Users are subject to the following Transaction limits:
5.2.1
maximum cumulative Transaction amount per day: ZMK 20,000.
5.3
Tier 3 Users are subject to the following Transaction limits:
5.3.1
maximum cumulative Transaction amount per day: ZMK 250,000.
5.4
The Bank may change the limits set out in this clause 5 according to any amendments in the law provisions without prior notice.
6.
POWER USER OBLIGATIONS
6.1
The Power User shall:
6.1.1
perform the Transactions under this Agreement diligently and following all applicable laws and regulations;
6.1.2
ensure that there is enough balance both in cash and in Digital Value so as to provide un interrupted cash-in services;
6.1.3
not favor any particular SPENN user or Transaction, and treat all equally;
6.1.4
adhere to any guidelines issued by the Bank;
6.1.5
review, understand and comply with all materials made available by the Bank;
6.1.6
ensure that they do not engage in any fraudulent activities; and
6.1.7
inform the Bank and/or the appropriate authorities, as soon as the Power User becomes aware, of any fraudulent activities.
6.2
Prior to undertaking any Transaction, the Power User shall ensure that the AML and KYC requirements and any other requirements as may be stated or informed by the Bank, which may include but not limited to the transaction limits as communicated from time to time by the Bank are complied with.
6.3
To the extent within the control of the Power User, the Power User shall ensure that:
6.3.1
data integrity of Transactions is maintained and protected; and
6.3.2
confidentiality of customers and Transaction information is maintained.
6.4
The Power User shall have the right and, where applicable, a concurrent obligation to:
6.4.1
decline to initiate, conduct or facilitate a transaction for a SPENN user which would or is reasonably likely to cause financial loss, or perpetuate a fraud or other financial crime, or attract AML, KYC or other regulatory sanctions against the Power User, the Bank, Blockbonds and/or the SPENN user, or that would or is reasonably likely to result in a disruption of the SPENN application; and
6.4.2
decline to execute any Transaction for which there is no corresponding Cash Float amount to facilitate the Transaction.
6.5
The Bank shall have the right to monitor and report, where deemed necessary for compliance purposes, Transactions initiated or conducted by or through the Power User.
7.
CONFIDENTIAL INFORMATION
7.1
The SPENN User authorise the Bank to check and confirm any information submitted on the electronic application downloaded by you onto your Device via applicable smart phone application stores and to make any enquiries we deem necessary.
7.2
The SPENN User acknowledge that the Bank is bound by the Power User/SPENN User-banker confidentiality principle and hereby waive such right in favor of the Bank and consent to the Bank disclosing such confidential information to other companies in the Capricorn Group for marketing cross-selling and other related purposes.
7.3
Notwithstanding the provisions as contained above, the Bank, or any of its affiliates, may report the SPENN User’s information to foreign authorities and/or tax authorities (where necessary) in accordance with the requirements of the FATCA Act or as may be stipulated by applicable laws, regulations, agreement or regulatory guidelines or directives.
8.
TRANS-BORDER DATA FLOWS
8.1
The Power User/SPENN User authorises the Bank and BLOCKBONDS AS to transfer personal information to a recipient, across a country border, in order to effectively deliver the Service.
8.2
The Bank and BLOCKBONDS AS shall ensure that the transfer of any such personal information across a country border complies with the Data Protection Laws and relevant EU Regulation Provisions.
8.3
The Bank and BLOCKBONDS shall not process the personal Information obtained as a result of this Agreement for any purpose other than for the effective provision of the Service, to implement the provisions of this Agreement, for marketing purposes, or other purposes as part of the SPENN Service or the Bank’s service offerings.
9.
WARRANTIES
9.1
The Power User warrants that it is compliant with all legal and regulatory requirements related to the performance of its obligations hereunder.
9.2
The Power User represents and warrants that they shall:
9.2.1
not directly or indirectly use the funds in SPENN for any purpose that would breach the applicable law, including without limitation laws governing corruption;
9.2.2
not use or send any proceeds of crime through the SPENN Account; and
9.2.3
where the SPENN Account relates to conduct of the Power User’s business(es):
9.2.3.1
conduct its business(es) in compliance with all applicable law, including without limitation laws governing corruption; and
9.2.3.2
maintain guidelines, policies and procedures designed to promote and achieve compliance with such laws.
9.3
By performing a Transaction, the Power User warrants that:
9.3.1
the said Transaction between the Power User and the other SPENN user is not illegal; and
9.3.2
there has been due compliance with these Terms.
9.4
The Bank reserves the right to either by compulsion of law and legal compliance or, in its own discretion, escalate any suspicious activity relating to the use of the SPENN Account to the relevant legal authority.
9.5
The Bank makes no representations or warranties as to continuous uninterrupted or secure access to the services under SPENN that may be affected by factors outside the Bank’s control, or may be subject to periodic testing, repair, maintenance or upgrades.
10.
EXCLUSION OF LIABILITY
10.1
The Bank will not be responsible for any claim unless caused by willful default attributable to it. The Bank specifically disclaims all liability for any damages or losses, including, without limitation, direct, indirect, consequential, special, incidental or punitive damages deemed or alleged to have resulted from or caused by but not limited to:
10.1.1
Transactions made to unintended recipients or payments made in incorrect amounts due to the input of incorrect information by the Power User;
10.1.2
Transactions made from the Power User’s account by an unauthorized third party who passes all identity and verification checks; any fraud, deception or misrepresentations by any SPENN user, whether or not the user has been verified; and
10.1.3
in the event of using SPENN for payments for any goods and/or services, any dispute between you and the relevant merchant arising from acts or omissions by you or the merchant, including defects or damage to goods, failure to perform the services or errors in entering the due amount payable; and
10.1.4
any result of any acts of government or authority, any act of God or force majeure.
10.2
The SPENN User acknowledges that information transmitted through any wireless communication system is susceptible to unlawful access, distortion and monitoring and that the SPENN User uses the SPENN Account at its own risk. The Parties agree to take all reasonable precautions to protect the confidentiality of information and to prevent disclosure of any information to any third party.
10.3
The Bank may withhold from the SPENN User’s account(s) such amounts as may be required by foreign regulatory authorities and/or tax authority according to the requirements of the Foreign Account Tax Compliance Act (“FATCA Act”).
11.
INDEMNITY
11.1
The Power User undertakes to indemnify and keep and hold the Bank and its employees, directors, officers, personnel, affiliates indemnified and harmless from and against all claims, proceedings, damages, losses, actions, costs and expenses arising as a consequence of any acts, omissions, negligence or fault of the Power User, or as consequence of any breach of any of these Terms and any or all the representations made herein, by the Power User.
12.
Payments
12.1
The Bank is not obliged to make payments of whatsoever nature to the Power User.
13.
SCOPE OF SERVICES
13.1
The Power User shall not provide services outside the scope of the authorisation granted by the bank hereunder.
14.
SUSPENSION AND TERMINATION
14.1
The Bank may at its sole discretion suspend, modify or close your SPENN Account:
14.1.1
if you use the SPENN Account for unauthorized purposes, AML, , financial crime or where the Bank detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;
14.1.2
any breach of the Power User's warranties set out in these Terms;
14.1.3
if your SPENN Account or these Terms are terminated for whatever reason;
14.1.4
if the Bank is required or requested to comply with an order or instruction of or a recommendation from the government, courts, regulator or other competent authority;
14.1.5
if the Bank reasonably suspects or believes that you are in breach of these Terms;
14.1.6
where such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety;
14.1.7
to facilitate update or upgrade the contents or functionality of the Services from time to time;
14.1.8
where the Power User’s SPENN account remains inactive for any period of time to be determined by the Bank in its reasonable discretion; or
14.1.9
if the Bank decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion.
14.2
The Bank may, without prior notice to you, block (and later unblock) and/or withhold any amount in your SPENN Account at any time, if required to do so by any relevant authority, law, regulator or other authority, or in order to comply with its internal policies and/or any applicable order or sanction of an authority.
14.3
The Power User may close their SPENN Account if they choose to do so. Any balances in the SPENN account shall be remitted back to the Power User unless withheld by law or a competent authority through whatever channel that the Power User selects at no charge to the Bank, provided that the identity of the Power User is verified.
14.4
The Power User may close their SPENN Account if they choose to do so. Any balances in the SPENN account shall be remitted back to the Power User unless withheld by law or a competent authority through whatever channel that the Power User selects at no charge to the Bank, provided that the identity of the Power User is verified.
15.
SEVERABILITY
In the event that any part of these Terms is declared invalid, illegal or unenforceable by any court of competent jurisdiction, the remaining provisions will remain valid and enforceable.
16.
SURVIVAL
The Termination or expiry of these Terms and shall not affect any provision of these Terms which is expressly or by implication intended to come into or remain in effect on or after termination or expiry, including Clauses 1, 8, 9, 11, 12, 13, 14 and 18.
17.
VARIATION
These Terms cannot be changed, varied or waived through custom, practice or conduct.
18.
NOTICES
The Plus User/SPENN User agrees to accept service of all notices, correspondence, communications and court process as the case may be relating to these Terms as may be notified through SPENN and the SPENN Account or to such phone number registered as the contact on the SPENN Account. The Plus User/SPENN User confirms this address as their address for service.
19.
RELATIONSHIP
18.1
The Power User agrees to accept service of all notices, correspondence, communications and court process as the case may be relating to these Terms as may be notified through SPENN and the SPENN Account or to such phone number registered as the contact on the SPENN Account. The Power User confirms this address as their address for service.
20.
DISPUTE RESOLUTION AND GOVERNING LAW
20.1
Any disputes arising out of or in connection with these Terms that remains unresolved between the SPENN User. These Terms and the relationship of the Parties in connection with the terms shall be governed and determined in accordance with the Laws of Zambia.
20.2
The Parties shall endeavour to reach an amicable settlement of any dispute, claim, or misunderstanding arising from or in connection with the Terms. If the parties fail to reach an amicable settlement within 30 days of declaration of the dispute, the matter shall be resolved as follows: Any dispute, controversy or claim arising out of, relating to or in connection with the terms, shall be resolved by arbitration in accordance with the Arbitration Act for the time being in force in Zambia. The decisions of the Arbitrator will be final and binding on the parties.
20.2.1
The seat of arbitration shall be Lusaka, Zambia.
20.2.2
The language of the arbitration shall be English.
20.2.3
The number of arbitrators shall be 1(one), appointed by the Law Association of Zambia President.
20.2.4
Each part shall bear the equal costs of and associated with arbitration.
21.
ASSIGNMENT
21.1
The Power User may not assign, transfer or novate its rights or delegate or sub contract its obligations under this Agreement in whole or in part, without the prior written consent of the Bank. This restriction shall not apply to the Bank.
21.2
Where the Power User is permitted by the Bank in writing to sub contract or otherwise delegate the performance of any of its obligations under this Agreement the Power User shall remain responsible and liable for the same notwithstanding such subcontracting or delegation.
22.
FATCA POLICY
22.1
The Foreign Account Tax Compliance Act (the “Act”) forms part of this Agreement and you hereby agree to be bound by, comply with and adhere to the terms of the Act. Should there be any conflict or inconsistency between the Act and the Agreement, the contents of the Act shall prevail.
22.2
The Bank, or any of its affiliates, may report your information to foreign authorities and/or tax authorities (where necessary) in accordance with the requirements of the Foreign Account Tax Compliance Act (“FATCA Act”) as may be stipulated by applicable laws, regulations, agreement or regulatory guidelines or directives.
22.3
That the Bank may withhold from my account(s) such amounts as may be required by foreign regulatory authorities and/or tax authority according to the requirements of the Act.