Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Sunny Payments Limited ("Sunny Payments," "we," "us," or "our"), a company incorporated in Kenya and licensed as a Payment Service Provider by the Central Bank of Kenya under the National Payment System Act, 2011.

By registering for an account, accessing our platform, or using any of our payment services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, Cookie Policy, and all applicable laws and regulations.

2. Definitions

3. Eligibility Requirements

To use Sunny Payments, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Be a resident of Kenya or an approved jurisdiction
• Provide accurate and complete registration information
• Complete our Know Your Customer (KYC) verification process
• Not be prohibited from using financial services under applicable law

For business accounts, you must be authorized to bind the business entity and the business must be legally registered in Kenya with valid business permits and KRA PIN.

4.1 Registration

You agree to provide accurate, current, and complete information during registration and maintain the accuracy of this information. We reserve the right to suspend or terminate accounts with false or misleading information.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• Enabling multi-factor authentication when available
• Immediately notifying us of any unauthorized access
• All activities that occur under your account

4.3 KYC and AML Compliance

You must complete our KYC verification, which may include identity document verification, address verification, and source of funds documentation. We comply with the Proceeds of Crime and Anti-Money Laundering Act (POCAMLA) and may request additional information at any time.

5. Payment Services

5.1 Services Provided

Sunny Payments offers:

• Payment gateway and processing services
• Mobile money integration (M-Pesa, Airtel Money, T-Kash)
• Card payment acceptance (Visa, Mastercard)
• Bank transfer processing
• Subscription and recurring billing
• Payment links and invoicing
• API and SDK integration tools
• Fraud detection and prevention

5.2 Transaction Processing

We process transactions in Kenyan Shillings (KES) and supported foreign currencies. Settlement occurs within 1-3 business days for domestic transactions. We reserve the right to delay or decline transactions for security or compliance reasons.

5.3 Transaction Limits

Transaction limits apply based on your account type and verification level. Limits may be adjusted upon request and completion of additional verification.

Our fees are published on our website and may include:

• Transaction processing fees (percentage + fixed amount)
• Currency conversion fees for cross-border transactions
• Chargeback and dispute fees
• Refund processing fees
• Withdrawal and settlement fees
• Monthly subscription fees for premium features

Fees are deducted from settlements or charged to your account. We will provide 30 days' notice before implementing fee increases.

You may not use Sunny Payments for:

Violation of these restrictions will result in immediate account termination and may be reported to relevant authorities.

8. Disputes, Refunds, and Chargebacks

8.1 Refunds

Merchants are responsible for their refund policies. Refunds must be processed through our platform and are subject to the original transaction being successful.

8.2 Chargebacks

You are liable for all chargebacks on your transactions. We will notify you of chargebacks and provide an opportunity to respond. Chargeback fees apply regardless of outcome. Excessive chargebacks may result in account suspension or termination.

8.3 Reserves

We may hold a reserve from your settlements to cover potential refunds, chargebacks, or other liabilities. Reserve amounts and duration will be communicated to you.

All content, trademarks, logos, and intellectual property on our platform belong to Sunny Payments or our licensors. You may not use our intellectual property without prior written consent. Your use of our APIs is subject to our API Terms of Use.

To the maximum extent permitted by Kenyan law:

• Our liability is limited to the fees paid by you in the preceding 12 months
• We are not liable for indirect, incidental, or consequential damages
• We are not liable for third-party actions, including payment networks and banks
• We are not liable for losses due to your security failures or unauthorized access
• We are not liable for service interruptions beyond our reasonable control

11. Indemnification

You agree to indemnify and hold harmless Sunny Payments, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any applicable law
• Disputes with your customers
• Your content or data processed through our platform

12. Termination

By You: You may close your account at any time through your dashboard or by contacting support. Outstanding balances will be settled according to our standard schedule.

By Us: We may suspend or terminate your account immediately if you:

• Violate these Terms or applicable laws
• Engage in fraudulent or illegal activity
• Pose a risk to our platform or other users
• Have excessive chargebacks or disputes
• Provide false or misleading information

Upon termination, we may hold funds for up to 180 days to cover potential chargebacks or disputes.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Kenya. Any disputes shall be resolved as follows:

1. Negotiation: Parties shall first attempt to resolve disputes amicably
2. Mediation: If negotiation fails, disputes shall be referred to mediation under the Nairobi Centre for International Arbitration (NCIA) rules
3. Arbitration: Unresolved disputes shall be settled by binding arbitration in Nairobi

Nothing in this clause prevents either party from seeking injunctive relief in Kenyan courts.

14. Changes to Terms

We may modify these Terms at any time. Material changes will be notified via email or prominent notice on our platform at least 30 days before taking effect. Continued use after the effective date constitutes acceptance. If you disagree with changes, you must stop using our services and close your account.