Merchant: The business, retailer, or service provider that has entered into an agreement with Akafay to offer Buy Now, Pay Later (BNPL) installment payment options to its customers. By partnering with Akafay, the Merchant allows its customers to defer payment for purchases over a pre-agreed number of installments while receiving the full payment for the transaction from Akafay or its financial partners. The Merchant agrees to comply with all applicable laws, regulations, and Akafay policies, including those related to product quality, fulfillment, customer service, and, where applicable, Shariah-compliant financing requirements. The Merchant is responsible for delivering the purchased products or services in accordance with the agreements made with the customer and for resolving any disputes or complaints regarding the quality, suitability, or delivery of such products or services.
Customer: The individual or entity who uses Akafay’s Buy Now, Pay Later (BNPL) service to purchase goods or services from a Merchant. The Customer agrees to repay the full amount of the purchase in accordance with the installment plan selected at the time of checkout. By using Akafay, the Customer acknowledges and accepts that their obligation to repay the Total Amount Due is independent of any disputes or issues related to the quality, delivery, or suitability of the products or services provided by the Merchant. The Customer also agrees to comply with all applicable laws, Akafay policies, and, where applicable, Shariah-compliant financing principles if they opt for Halal BNPL. Failure to make timely payments may result in default proceedings, additional fees, or limitations on future use of the Akafay service.
Akafay: The Buy Now, Pay Later (BNPL) service operated by Decentral Technologies PLC in Ethiopia. Akafay provides merchants and customers with embedded finance solutions, enabling customers to purchase goods or services and repay in installments over time. Akafay leverages AI and blockchain technology to ensure secure, transparent, and efficient transaction processing, credit underwriting, and fraud detection. The service offers both conventional and Shariah-compliant financing options, allowing customers to choose a Halal BNPL plan if desired. Akafay is responsible for facilitating the financial transaction between the Customer and the Merchant, managing installment repayments, providing customer support, and ensuring compliance with applicable laws, regulations, and Shariah principles where applicable.
Financial Institution / Partner Bank: The licensed bank, microfinance institution, or lending partner that collaborates with Akafay to facilitate Buy Now, Pay Later (BNPL) transactions. When a customer makes a purchase through Akafay, the Financial Institution / Partner Bank pays the Merchant the full purchase amount on behalf of the Customer. The Financial Institution / Partner Bank is responsible for managing the repayment process, ensuring compliance with applicable financial regulations, and adhering to Shariah-compliant principles for Akafay Halal transactions when applicable. The Customer’s obligation to repay the installments remains with the Customer, and the Financial Institution / Partner Bank acts as the party funding the Merchant upfront while coordinating with Akafay for collection and account management.
2.1. Integration: The Merchant shall ensure full and proper integration of Akafa ’s BNPL infrastructure into its digital and/or physical sales environments. This includes compatibility with e-commerce platforms, mobile applications, and Point-of-Sale (POS) systems to enable seamless one-click checkout, QR-based activation, and real-time transaction synchronization with Akafay’s Embedded Financial Operating System.
2.2. Compliance: The Merchant shall comply with all applicable laws, financial regulations, and ethical standards relevant to its operations. Where Akafay Halal products are offered, the Merchant must adhere to Shariah-compliant financing protocols, including the Murabaha model, as verified through Akafay’s blockchain-based audit trail.
2.3. Accuracy: The Merchant is responsible for maintaining accurate and up-to-date product information, including descriptions, pricing, inventory levels, and transaction metadata. This data directly informs Akafay’s AIS engine and knowledge graph, and inaccuracies may impact underwriting decisions, fraud detection, and customer trust scores.
2.4. Customer Support: The Merchant shall provide timely and professional support for all customer inquiries related to product quality, delivery, and refund requests. For financial product-related issues (e.g., installment terms, repayment schedules), the Merchant shall coordinate with Akafay’s support team to ensure resolution in accordance with platform policies and regulatory requirements. The Merchant agrees to uphold Akafay’s standards for trust, transparency, and responsiveness.
3.1. Upfront Payment: Upon successful transaction approval, Akafay’s designated banking partner, or financial institution shall disburse the full purchase amount to you, the Merchant on behalf of the Customer. This payment represents the total value of the goods or services purchased under Akafay’s framework, including both conventional and Shariah-compliant financing models.
3.2. Settlement Timing: Disbursements shall follow the settlement schedule mutually agreed upon between Akafay and the Merchant. The Merchant is responsible for providing accurate and up-to-date bank account details to facilitate timely settlement. Any delays or errors resulting from incorrect account information shall be the Merchant’s responsibility.
3.3. Refunds: Refunds for returned, defective, or cancelled products must be processed exclusively through Akafay’s platform in accordance with its refund and reconciliation policies. The Merchant shall cooperate fully with Akafay’s support and compliance teams to validate refund claims and initiate reversals. Direct refunds issued outside the Akafay platform are strictly prohibited and may result in suspension or termination of the Merchant’s access to Akafay services. Merchants are prohibited from issuing refunds outside of the Akafay platform, as all financial reconciliation must be properly tracked through the system.
All such costs shall be communicated in advance and agreed upon in writing prior to implementation.
5.1. Merchant Indemnity Obligations
The Merchant agrees to fully indemnify, defend, and hold harmless Akafay (operated by Decentral Technologies PLC), its affiliates, and banking partners from and against any and all claims, liabilities, damages, losses, or expenses—including reasonable legal fees—arising out of or related to:
This indemnity applies regardless of whether the claim is initiated by a customer, regulator, or third party.
5.2. Limitation of Akafay’s Liability
Akafay’s liability to the Merchant is strictly limited to direct losses resulting from verified service errors or payment processing failures attributable to the Akafay platform. Akafay shall not be liable for:
Akafay’s total liability under this agreement shall not exceed the aggregate transaction fees paid by the Merchant to Akafay in the preceding three (3) months.
6.1. Termination Rights
Either party may terminate this Agreement by providing written notice under the following conditions:
Akafay reserves the right to suspend or immediately terminate Merchant access in cases of fraud, data compromise, or regulatory breach.
6.2. Post-Termination Obligations
Upon termination, the following obligations shall remain binding and enforceable:
These obligations shall survive termination for a minimum of twelve (12) months, or longer if required by law or regulatory authority.
7.1. Data Ownership & Use: All customer and transaction data processed through the Akafay Embedded Financial Operating System remains the property of Akafay and/or its banking partners. The Merchant is granted limited access to such data solely for the purpose of fulfilling its obligations under this Agreement. The Merchant shall not sell, transfer, or otherwise exploit such data without Akafay’s prior written consent.
7.2. Data Protection Standards: The Merchant shall implement and maintain industry-standard technical and organizational safeguards to protect customer and transaction data against unauthorized access, disclosure, alteration, or destruction. These safeguards must align with:
7.3. Breach Notification: In the event of a data breach, compromise, or unauthorized access involving Akafay-related systems or customer data, the Merchant must notify Akafay immediately (within 24 hours of discovery) and fully cooperate in investigation, remediation, and regulatory reporting.
7.4. Survival of Obligations: The Merchant’s obligations under this section shall survive termination or expiration of this Agreement for as long as the data remains in the Merchant’s possession, and in no case for less than three (3) years.
8.1. Primary Legal Framework: This Agreement shall be governed by and construed in accordance with the laws of the Federal Democratic Republic of Ethiopia (FDRE). All parties acknowledge that:
8.2. Shariah-Compliant Transactions: For BNPL transactions offered under the Akafay Halal framework, the following additional principles apply:
8.3. Conflict of Laws: In the event of a conflict between Ethiopian law and Shariah-compliant financing guidelines:
8.4. Jurisdiction & Dispute Resolution
8.5. Survival of Obligations: The obligations under this Governing Law clause shall survive termination of the Agreement and remain binding on the parties for as long as transactions or obligations arising under this Agreement remain outstanding.
9.1. Amicable Settlement: The Parties shall use their best efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through good-faith negotiations and mutual consultation. Disputes shall first be escalated internally to the senior management of both Parties before any external remedies are pursued.
9.2. Arbitration Proceedings: If a dispute remains unresolved after thirty (30) days from the date of written notice by either Party, the matter shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Proclamation of Ethiopia.
9.3. Court Jurisdiction: Notwithstanding the arbitration provisions above, either Party may seek interim or injunctive relief from the courts of Addis Ababa, Ethiopia, to protect its rights pending arbitration. The courts of Ethiopia shall have exclusive jurisdiction over such matters.
9.4. Shariah Compliance (Halal Transactions): For disputes arising specifically from Akafay Halal BNPL transactions, the following additional provisions shall apply:
9.5. Survival of Obligations: The obligations set forth in this clause shall survive termination or expiration of this Agreement and remain binding until all outstanding disputes, payments, and compliance matters are fully resolved.