Terms of Service

1.Definitions

In these terms:

• “We”, “us” and “our” mean Luminai Tech Limited, a company incorporated in Kenya under the Companies Act 2015.
• “LuminaiPay” or the platform means our billing, invoicing, subscription and collections software, including the API, the dashboards and any white-label product built on it.
• “You” or the client means the business that has agreed to these terms, whether through an order form, a written agreement, or by using the platform.
• Gateway means any payment provider with which you hold your own merchant or service agreement and which the platform connects to on your instruction. M-Pesa Paybill, PesaPal, JamboPay, SasaPay and Paystack are examples, not the whole of it.
• Payer means a person or business that pays money to you or to your customers through a collection the platform orchestrates.
• Client data means the data you or your payers put into the platform, including billing records, transaction references and personal data.

2.Acceptance and eligibility

These terms form a binding agreement between you and Luminai Tech Limited from the moment you first use the platform or sign an order form referring to them, whichever is earlier. Agreement given electronically is as binding as a signature on paper, under the Kenya Information and Communications Act 1998 as amended by the Business Laws (Amendment) Act 2020.

The platform is for business use. By accepting these terms you confirm that you are acting for a business, not as a consumer, and that the person accepting has authority to bind that business.

Where you have signed a separate written agreement or order form with us, that document governs anything it addresses and these terms cover the rest.

3.What the platform does

LuminaiPay automates recurring billing and collections. It issues invoices on the cycles you configure, initiates collection requests through the gateways you connect, handles retries on failure, and keeps a single reconciled record of what was charged and what was paid.

We provide the platform on a non-exclusive, non-transferable basis for the term agreed, for your internal business use and for collections you are entitled to make. We may improve, change or replace features over time; where a change removes a capability you rely on, we will give you reasonable notice.

4.What the platform is not

This clause matters more than any other, so it is stated plainly.

We are a software and orchestration provider. We are not a payment service provider, a bank, a money remittance business or a deposit-taking institution, and we are not licensed as one. We do not receive, hold, pool or settle your funds or your payers’ funds. Money moves between the payer and your own gateway and merchant accounts. It does not pass through us.

Because of that:

• You remain the merchant of record for every collection you make through the platform, and you keep your own merchant agreements, pricing and settlement terms with each gateway.
• Settlement timing, settlement amounts, gateway fees, chargebacks and reversals are matters between you, your gateway and your payer.
• Any licence or authorisation needed for the payments you take, including under the National Payment System Act 2011, is yours to hold.

5.Accounts, credentials and API keys

You are responsible for everything done through your account, including by your staff and anyone using your API keys. Keep credentials confidential, issue them only to people who need them, and withdraw them when someone leaves.

Tell us without delay, through the data protection or support routes on our contact page, if you believe a credential has been exposed or an account has been used without authority. We may rotate or suspend a credential immediately where we reasonably believe it has been compromised.

6.Your obligations

You agree that:

• The billing data you enter is accurate, and the amounts you collect are genuinely owed to you or to the customer you collect for.
• You have the right to collect from each payer, and you have given each payer the disclosures and, where required, obtained the consents that the law and your gateway rules demand.
• You carry out your own customer due diligence, sanctions screening and suspicious transaction reporting where the Proceeds of Crime and Anti-Money Laundering Act 2009 and the Prevention of Terrorism Act 2012 apply to your business. We do not perform those checks on your behalf.
• You comply with the Data Protection Act 2019 in your own right for the personal data you put into the platform, including having a lawful basis for the processing you ask us to carry out.
• You will not use the platform to collect for activity that is unlawful, or that your gateway prohibits.

7.Third-party gateways

The platform connects to gateways you already use. Each gateway is governed by your own agreement with that provider, and those terms apply to you directly, not through us.

We are not responsible for a gateway’s availability, its fees, its settlement timing, its decision to decline or reverse a transaction, or its decision to suspend your merchant account. If a gateway changes or withdraws its interface, we will make reasonable efforts to keep the connection working, but we cannot guarantee that a third party’s service remains available to you.

8.Fees, invoicing and tax

Our fees are those set out in your order form or written agreement. Unless that document says otherwise, fees are quoted in Kenya Shillings, invoiced in advance for subscription charges and in arrears for usage charges, and payable within thirty days of the invoice date.

Our fees are exclusive of Value Added Tax, which we charge in addition at the rate prevailing under the VAT Act 2013, and exclusive of any gateway or bank charges you incur, which are yours.

Where you are required by law to withhold tax from a payment to us, you will pay the amount withheld to the Kenya Revenue Authority and give us the withholding certificate.

We may suspend the platform if an undisputed invoice remains unpaid thirty days after we have written to you about it. We will tell you before we do.

9.Intellectual property

We own the platform, its software, its design system and its documentation, together with any improvement to them. Nothing in these terms transfers that ownership; you receive a licence to use the platform for the term, and nothing more.

Where we deliver a white-label product, your brand, your domain and your content remain yours, and the engine underneath remains ours.

If you send us feedback or a feature suggestion, we may use it without obligation or payment. We will not identify you as its source without your agreement.

10.Your data

Client data is yours. We process it to run the platform for you, to meet our legal obligations, and to keep the service secure and working.

We may produce aggregated and de-identified statistics about how the platform is used — volumes, error rates, performance — and use those to operate and improve it. Such statistics never identify you, your customers or your payers, and we do not publish your transaction data.

You can export your data at any time while your account is active, and on exit under the termination clause below.

11.Acceptable use

You will not, and will not permit anyone else to:

• Access the platform without authority, interfere with it, or test its security without our prior written agreement. Unauthorised access and interference are offences under the Computer Misuse and Cybercrimes Act 2018.
• Reverse engineer, decompile or copy the platform, except to the extent the law says you may despite this restriction.
• Resell, sublicense or provide the platform to a third party as a service, other than under a white-label agreement with us.
• Use the platform to send unsolicited messages, to collect amounts that are not owed, or to process payments connected with fraud, money laundering or terrorism financing.
• Place a load on the platform, through automated requests or otherwise, that degrades it for other clients.

12.Confidentiality

Each of us may learn confidential information about the other. Neither will disclose it to anyone except staff and advisers who need it and are themselves bound to keep it confidential, and neither will use it except to perform this agreement.

This does not apply to information that is public through no fault of the receiver, was already known to them, or must be disclosed by law or by a court or regulator. Where disclosure is compelled, the receiver will tell the other party first unless it is unlawful to do so.

These obligations continue for three years after termination.

13.Data protection

For personal data belonging to your customers and payers, you are the data controller and we are your data processor within the meaning of the Data Protection Act 2019. We process that data only on your documented instructions, which these terms and your configuration of the platform form part of.

Our privacy policy sets out what we process in each role, the security measures we apply, how long we keep data, how we handle cross-border transfers, and how a data subject exercises their rights.

Where your processing requires a separate data processing agreement with the detail section 42 of the Act expects, we will enter into one with you on request. Ask through the data protection route on our contact page.

14.Availability and support

We work to keep the platform available and we monitor it, but we do not commit to a specific uptime percentage unless a service level agreement is part of your written agreement with us. Where no service level agreement exists, none is implied.

We carry out planned maintenance outside East African business hours where we reasonably can, and we tell you in advance when it will interrupt the service. Emergency maintenance may happen without notice.

Support is provided over email during the hours shown on our contact page. The team that answers is the team that maintains the platform.

15.Warranties and disclaimers

We warrant that we will provide the platform with reasonable skill and care, and that we have the right to grant the licence in these terms.

Beyond that, and to the extent the law allows, the platform is provided as it is. We do not warrant that it will be uninterrupted or error free, that it will meet a requirement we have not agreed in writing, or that any particular collection will succeed. Whether a payment succeeds is determined by the payer, their bank or mobile money provider, and your gateway.

Nothing in these terms excludes a liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, or for fraud.

16.Limitation of liability

Subject to the paragraph above about liabilities that cannot be excluded:

• Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or reputation, or any indirect or consequential loss.
• We are not liable for the acts or omissions of a gateway, a bank or a payer, nor for funds that do not reach you, given that funds never pass through us.
• Our total liability arising out of or in connection with this agreement in any twelve month period is limited to the fees you paid us in the twelve months before the event giving rise to the claim.

These limits reflect the price of the service and the fact that the money itself stays on your own rails.

17.Indemnity

You will indemnify us against claims, losses and reasonable costs arising from your use of the platform in breach of these terms, from amounts you collect that were not owed, from your breach of the Data Protection Act 2019 as controller, and from any claim by a payer or a gateway that relates to your underlying commercial relationship with them rather than to the operation of our software.

18.Suspension, termination and exit

Either of us may terminate this agreement at the end of its current term by giving thirty days’ written notice, or immediately if the other party commits a material breach that is not remedied within fourteen days of written notice, or becomes insolvent.

We may suspend the platform immediately, and tell you as soon as we reasonably can, where we believe on reasonable grounds that continuing would expose us or another client to a security risk, break the law, or breach a gateway’s rules.

On termination your licence ends and you must stop using the platform. For thirty days afterwards you may export your client data. After that period we delete or anonymise it, except where we must keep records to meet a legal obligation — tax records under the Tax Procedures Act 2015, and transaction records where anti-money laundering law requires retention.

19.Force majeure

Neither party is liable for a failure to perform caused by something outside its reasonable control, including a failure of a gateway, a telecommunications or power network, an act of government, or an industrial action not involving that party’s own staff. The affected party will tell the other and work to resume performance. If the event continues for more than sixty days, either party may terminate on written notice.

20.Changes to these terms

We may change these terms to reflect a change in the platform, in our business or in the law. We will publish the revised version on this page with a new date, and where a change materially affects your rights we will tell you at least thirty days before it takes effect. If you do not accept a material change, you may terminate before it takes effect and we will refund fees covering the unused part of the term.

21.Notices

Formal notices to us go to info@luminaipay.com. Notices to you go to the email address on your account. A notice sent by email takes effect on the next working day after it is sent, provided no delivery failure is received.

22.Governing law and disputes

This agreement is governed by the laws of Kenya.

If a dispute arises, we will each first appoint a senior representative and try in good faith to resolve it within thirty days. If that fails, the dispute is referred to arbitration by a single arbitrator under the Arbitration Act 1995, administered by the Nairobi Centre for International Arbitration, seated in Nairobi and conducted in English. Nothing in this clause prevents either party from applying to the courts of Kenya for urgent interim relief.

23.General

• Entire agreement. These terms, with any order form or written agreement referring to them, are the whole agreement between us and replace anything said or written beforehand.
• Assignment.Neither party may assign this agreement without the other’s written consent, except to a group company or a buyer of substantially the whole business.
• Severability. If a provision is unenforceable, the rest continues in force.
• Waiver. Not enforcing a right on one occasion does not waive it.
• No partnership. Nothing here creates a partnership, joint venture, agency or employment relationship between us.
• Third parties. No one other than you and us may enforce any part of this agreement.