Shujaa Pay — Terms and Conditions

[LEGAL REVIEW REQUIRED: These Terms have been revised to address findings of an internal legal audit. They must be reviewed and certified by qualified Tanzanian legal counsel before reliance. Items requiring verification are marked inline.]

1. Introduction and Acceptance

Welcome to Shujaa Pay (“Shujaa Pay”, “we”, “us”, “our”, or “the Platform”), operated by Shujaa Tech Company Limited, a registered Tanzanian company.

Shujaa Pay is an escrow-based payment platform designed for social commerce sellers and buyers in Tanzania. We enable sellers to create secure payment links, collect payments in Tanzanian Shillings (TZS), hold funds in escrow until delivery is confirmed, and release payouts to verified sellers.

These Terms and Conditions (“Terms”) govern your access to and use of:

• Our website at www.shujaapay.com
• Our API at api.shujaapay.com
• Seller dashboards and related applications
• Payment pages, order tracking, and receipt confirmation flows
• All related services, features, and content

By accessing or using Shujaa Pay, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

We may update these Terms from time to time. Material changes will be communicated via the website or email. Continued use after changes constitutes acceptance of the revised Terms.

2. Definitions

3. Eligibility

3.1 Sellers

To register as a Seller, you must:

• Be at least 18 years of age
• Be a resident of or operating a business in the United Republic of Tanzania (or a jurisdiction we explicitly support)
• Provide accurate registration information (email, phone number, business details)
• Agree to these Terms and our Privacy Policy
• Complete identity verification (KYC) before requesting withdrawals

We reserve the right to refuse, suspend, or terminate any Seller account at our discretion, including for fraud, policy violations, or regulatory requirements.

3.2 Buyers

Buyers must:

• Be legally capable of entering into a binding transaction
• Provide accurate contact information (name, phone number, email where requested) for the specific Order
• Pay using legitimate mobile money accounts or approved payment methods

4. Description of Services

4.1 What Shujaa Pay Provides

Shujaa Pay is a technology platform and escrow agent, not the seller of goods or services listed by Sellers. We provide:

1. Payment Link Creation — Sellers generate secure links for specific products and amounts
2. Payment Collection — Buyers pay via supported mobile money channels (M-Pesa, Tigo Pesa, Airtel Money, Halo Pesa, and others as enabled) through our licensed PSP partner
3. Escrow Holding — Funds are held securely until release conditions are satisfied
4. Order Tracking — Buyers and Sellers can monitor order status
5. Delivery Confirmation — Buyers confirm receipt via phone OTP verification
6. Dispute Resolution — A structured process for handling transaction conflicts
7. Seller Payouts — Release of funds to verified Seller mobile money accounts after KYC approval

4.2 What Shujaa Pay Does Not Provide

• We do not guarantee the quality, safety, durability, performance, fitness, or legality of goods or services sold by Sellers, and we make no warranty as to manufacturing defects or future satisfaction
• We do not ourselves deliver goods and do not guarantee that a Seller will deliver; delivery is the Seller's responsibility, carried out through an Approved Logistics Partner
• We are not a bank, microfinance institution, or licensed deposit-taking institution
• We do not provide legal, tax, or financial advice
• We do not act as a party to the underlying sale contract between Buyer and Seller

The contract of sale is between the Buyer and the Seller. Shujaa Pay facilitates payment and escrow only.

Our role in disputes (clarification). Acting as an escrow agent, Shujaa Pay adjudicates the release or refund of escrowed funds based on objective delivery evidence and Product Match evidence (Section 9). This adjudication function does not make Shujaa Pay a guarantor of delivery, quality, or outcome, and does not transfer to Shujaa Pay any liability for the Seller's goods, services, or conduct.

5. Account Registration and Security (Sellers)

5.1 Registration

Sellers must provide accurate and complete information during registration, including email, phone number, business name, and business details. You are responsible for keeping this information current.

5.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorised access at support@shujaapay.com

We implement security measures including password hashing, session management, and account lockout after repeated failed login attempts. However, no system is completely secure, and you share responsibility for protecting your credentials.

5.3 Account Suspension

We may suspend or terminate Seller accounts for:

• Violation of these Terms
• Suspected fraud or money laundering
• Failure to complete or pass KYC verification
• Excessive dispute or chargeback rates — defined as a dispute or chargeback rate exceeding [LEGAL REVIEW REQUIRED: e.g., 5% of orders over any rolling 30-day period, or 3 upheld disputes within 30 days], whichever applies
• Use of unapproved delivery methods or breach of the Chain-of-Custody requirements (Section 8A)
• Regulatory or law enforcement requests
• Extended inactivity (see Section 8B) or false registration information

Where suspension is not due to suspected fraud or a legal restriction, we will give the Seller notice and an opportunity to remedy where reasonably practicable.

6. Payment Links, Orders, and Escrow

6.1 Creating Payment Links

Sellers are solely responsible for:

• Accurate product descriptions, prices, and delivery terms communicated to Buyers
• Ensuring products and services offered are legal and comply with Tanzanian law
• Setting realistic delivery timelines and courier information

Payment links must not be used for:

• Illegal goods or services
• Money laundering or terrorist financing
• Fraudulent or misleading transactions
• Prohibited categories (weapons, controlled substances, counterfeit goods, etc.)

6.2 Buyer Payment

When a Buyer pays through a Payment Link:

• The Buyer agrees to pay the stated amount plus the Service Fee (3%)
• Payment is processed through our PSP partner via the Buyer’s selected mobile money provider
• Upon successful payment, an Order is created and funds enter escrow

6.3 Escrow Hold

Funds remain in escrow until one of the following occurs:

Auto-release timing. Auto-release runs from the later of (a) the Seller marking the Order delivered, or (b) the delivery ETA, plus the Dispute Filing Deadline in Section 9.1A. Where no delivery ETA is set, auto-release is calculated from the date the Seller marks the Order delivered plus the Dispute Filing Deadline. Auto-release never occurs while a dispute or admin hold is active.

Maximum Escrow Hold Period. Funds will not be held in escrow indefinitely. If, within [LEGAL REVIEW REQUIRED: e.g., 30 days] of payment, no release or refund condition has been met and no dispute is active, the Order is escalated to senior review for resolution, which may include release, refund to the Buyer, or holding pending further information or instruction from a competent authority.

During escrow hold:

• Funds are not available to the Seller for withdrawal
• Active disputes or admin holds block release
• Either party may initiate a dispute within the timeframes in Section 9

6.4 Buyer Confirmation and OTP

Buyers confirm receipt using a one-time verification code (OTP) sent to the phone number associated with the Order. By entering the correct OTP, the Buyer confirms that they have received the product or service as agreed.

Warning: Confirming receipt triggers escrow release to the Seller. Only confirm after you have actually received and inspected your order.

6.5 Buyer Cancellation / Cooling-Off

A Buyer may request cancellation and a refund of escrowed funds before the Seller has dispatched the goods to an Approved Logistics Partner. Once goods have been dispatched, cancellation is handled through the dispute and refund process (Sections 9 and 9A). Service Fees are treated as set out in the Refund Policy (Section 9A).

[LEGAL REVIEW REQUIRED: Confirm any mandatory consumer cooling-off / cancellation rights under Tanzanian consumer-protection law and align this clause accordingly.]

7. Fees and Pricing

All fees applicable to a transaction are disclosed before the relevant action is taken — Service Fees before payment confirmation, and any payout fee before a withdrawal is requested. We will not deduct undisclosed fees. We reserve the right to modify fees with at least [LEGAL REVIEW REQUIRED: e.g., 14 days’] prior notice; changes do not apply retroactively to funds already in escrow. Continued use after the notice period constitutes acceptance.

Currency for all transactions is TZS (Tanzanian Shilling) unless otherwise stated.

8. Seller KYC and Payouts

8.1 KYC Requirement

Before any withdrawal, Sellers must complete identity verification including:

• Full legal name matching National ID (NIDA)
• NIDA number and card images (front and back)
• Selfie for liveness verification
• Mobile money number whose registered name matches NIDA identity

Withdrawals are blocked until KYC status is VERIFIED.

8.1A KYC Processing Timeline (SLA)

We aim to review and decide KYC submissions within [LEGAL REVIEW REQUIRED: e.g., 2 business days] of receiving a complete submission. If a review takes longer, the Seller will be notified. If KYC is rejected, the Seller will be given the reason (where lawful to disclose) and an opportunity to correct and resubmit. Escrowed funds belonging to the Seller's Buyers are unaffected by the Seller's KYC status and continue to be protected under these Terms.

8.2 Payout Process

1. Seller requests withdrawal from available balance
2. Platform verifies KYC status and account standing
3. Payout is processed to the verified mobile money number via our PSP
4. Seller receives notification of payout status (submitted, approved, completed, failed, or rejected)

8.3 Payout Rejection

Payouts may be rejected for:

• Failed KYC or identity mismatch
• Active disputes or holds on related orders
• Suspicious activity or compliance review
• Incorrect mobile money details
• Insufficient available balance

Rejected payouts include a reason where applicable. Sellers may resubmit after correcting the issue.

8A. Approved Delivery Methods and Chain of Custody

This Section is a core operational rule of the Platform and is binding on every Seller.

8A.1 Approved Logistics Partners

Sellers must fulfil Orders only through an Approved Logistics Partner. Approved partners currently include:

• Posta Tanzania
• Usiri Transportation
• Azam Fast Ferry
• Zanzibar Fast Ferry
• Other logistics partners officially approved and published by Shujaa Pay from time to time

[LEGAL REVIEW REQUIRED: Confirm the authoritative, current list of Approved Logistics Partners and how it is published/updated, and confirm any contractual relationship or disclaimers needed with each partner.]

This requirement applies to deliveries within Mainland Tanzania, within Zanzibar, and across the Zanzibar–Mainland corridor.

8A.2 Chain-of-Custody Requirements

Sellers must maintain a clear, traceable Chain of Custody from the Seller directly to an Approved Logistics Partner and on to the Buyer. The following are expressly prohibited:

• Hand-over to any third-party relay person — a friend, relative, broker, agent, or other intermediary
• Use of an unofficial relay person who collects goods from the Seller and then passes them to a transport company
• Any unverified or undocumented chain-of-custody hand-off

The Seller warrants, for every Order, that delivery will move directly from the Seller to an Approved Logistics Partner without prohibited intermediaries.

8A.3 Consequences of Using Unapproved Methods

If a Seller uses an unapproved delivery method or breaches the Chain-of-Custody requirements:

• The Seller forfeits the protection these Terms would otherwise provide in a delivery-related dispute, and such a dispute may be resolved adverse to the Seller (including refund to the Buyer)
• Shujaa Pay may suspend payouts, hold funds, suspend or terminate the account, and report the matter where required
• The Seller remains liable to the Buyer and indemnifies Shujaa Pay under Section 14

8A.4 Status of Logistics Partners

Approved Logistics Partners are independent third-party operational partners. Shujaa Pay does not employ them, does not itself perform delivery, and is not liable for their acts or omissions, save as expressly stated.

8B. Seller Inactivity and Unreachable Sellers

If a Seller account becomes inactive or the Seller becomes unreachable while funds are in escrow or available for payout, Shujaa Pay will attempt to contact the Seller using their registered details. Funds will continue to be protected and handled under these Terms and the Maximum Escrow Hold Period (Section 6.3). Treatment of long-dormant balances will follow applicable Tanzanian law.

[LEGAL REVIEW REQUIRED: Confirm obligations for dormant/unclaimed balances and any reporting or escheatment requirements under Tanzanian law.]

9. Disputes

9.1 Filing a Dispute

Disputes are assessed on delivery evidence and Product Match evidence. Buyers or Sellers may file a dispute for the following reasons:

• Product not delivered — the Order was not received
• Product does not match the description shown on the Payment Link — the delivered item is materially different from what was shown and described (Product Match)
• Damaged in transit / wrong item delivered — the item received is not the item ordered, or arrived damaged
• Delivery materially delayed beyond the stated timeframe

To avoid doubt, and consistent with Section 4.2, Shujaa Pay does not adjudicate general "quality", durability, performance, satisfaction, or warranty claims. Such matters are between the Buyer and the Seller. Disputes are limited to whether the product was delivered and whether it matches the description shown on the Payment Link.

Disputes must be supported by accurate information and filed within the deadline in Section 9.1A. Buyers may need to verify identity via OTP.

9.1A Dispute Filing Deadline

A Buyer must raise any dispute within [LEGAL REVIEW REQUIRED: e.g., 48–72 hours] after the earlier of (a) confirming receipt via OTP, or (b) the Seller marking the Order as delivered. After this deadline, and absent an active dispute or admin hold, escrow funds release automatically to the Seller. This deadline protects both parties from open-ended liability.

9.1B Partial Delivery / Partial Fulfilment

Where only part of an Order is delivered, the dispute process may result in a partial refund proportionate to the undelivered or non-matching portion, with the balance released to the Seller, as determined on the available evidence.

9.2 Dispute Process

1. Opened — Dispute filed and recorded
2. Review — Seller may respond; admin may request additional information
3. Escalation — Complex cases referred to senior administrators
4. Resolution — Admin determines outcome: refund to Buyer, release to Seller, partial refund, or mediated settlement
5. Closed — Administrative closure with no further action

During an active dispute, escrow funds remain held and are not released to either party until resolution.

9.3 Dispute Decisions

Shujaa Pay dispute decisions are based on available evidence including order details, delivery records, communication, and platform logs. Our decision regarding escrow funds is final within the Platform, though parties may pursue remedies outside the Platform under applicable law.

9A. Refund Policy

This Section sets out how refunds are processed. Refunds arise from Buyer cancellation before dispatch (Section 6.5), dispute outcomes (Section 9), or admin action.

Refunds are only made through verified, lawful channels and may be delayed where a compliance review, hold, or legal restriction applies.

10. Prohibited Conduct

You agree not to:

• Use the Platform for illegal purposes or to facilitate illegal transactions
• Provide false, misleading, or fraudulent information
• Impersonate any person or entity
• Interfere with or disrupt Platform operations or security
• Attempt unauthorised access to accounts, systems, or data
• Circumvent escrow, KYC, or fee structures
• Use automated tools to scrape, overload, or abuse the API
• Harass, threaten, or abuse other users or Shujaa Pay staff
• Launder money or finance terrorism
• Sell prohibited goods or services

Violation may result in immediate account termination, fund holds, and reporting to authorities.

11. Intellectual Property

11.1 Our Property

The Shujaa Pay name, logo, website design, software, API, documentation, and all related intellectual property are owned by or licensed to Shujaa Pay. You may not copy, modify, distribute, or reverse-engineer any part of the Platform without written permission.

11.2 Your Content

Sellers retain ownership of product descriptions and business content they upload. By using the Platform, you grant us a limited licence to use, display, and process your content solely to provide our services.

12. Third-Party Services

Payments are processed through Selcom and mobile money operators (Vodacom M-Pesa, Tigo Pesa, Airtel Money, Halotel Halo Pesa, etc.). Delivery is performed by Approved Logistics Partners (Section 8A). Your use of these third-party services is also subject to their respective terms. Shujaa Pay is not responsible for outages, delays, errors, acts, or omissions caused by third-party payment networks or logistics partners, save as expressly stated in these Terms.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

1. Shujaa Pay is provided “as is” and “as available” without warranties of any kind, express or implied
2. We do not warrant uninterrupted, error-free, or secure operation
3. We are not liable for the quality, delivery, or legality of goods and services sold by Sellers
4. We are not liable for indirect, incidental, special, consequential, or punitive damages
5. Subject to paragraph 6 below, our total liability for any claim arising from these Terms or use of the Platform shall not exceed the greater of (a) the fees paid by you to Shujaa Pay in the 12 months preceding the claim, (b) the amount of the specific Order or escrowed funds giving rise to the claim, or (c) TZS [LEGAL REVIEW REQUIRED: set a defensible amount — the prior TZS 500,000 (~USD 190) cap was flagged as potentially unconscionably low and unenforceable]

IMPORTANT — PLEASE READ: This Section limits the amounts you may recover from Shujaa Pay. It is a material term. Please read it carefully before using the Platform.

6. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for the protected escrow balance actually held for a Buyer's Order, or for any liability that cannot lawfully be excluded or limited under Tanzanian law.

7. Insurance. Shujaa Pay maintains, or intends to maintain, appropriate insurance cover. [LEGAL REVIEW REQUIRED: Confirm whether professional indemnity and/or cyber-liability insurance is in place and whether to disclose it here.]

14. Indemnification

You agree to indemnify and hold harmless Shujaa Pay, its founders, officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your violation of these Terms
• Your violation of any law or third-party rights
• Goods or services you sell as a Seller
• False or misleading information you provide
• Disputes between you and other users

15. Force Majeure

We are not liable for failure or delay in performance due to events beyond our reasonable control, including natural disasters, war, government actions, power failures, internet outages, mobile money network failures, or PSP disruptions.

15A. Escrow Fund Segregation and Platform Insolvency

Segregation. Buyer funds held in escrow are maintained separately from Shujaa Pay's operational accounts and are not used for Shujaa Pay's operating expenses, debts, or other purposes.

[LEGAL REVIEW REQUIRED: Confirm the legal and operational structure for segregating escrow funds (e.g., dedicated trust/escrow account, PSP-held funds, or other arrangement), the identity of the account holder, and any regulatory approval or trustee oversight required. Update this clause once confirmed.]

Insolvency / cessation of operations. If Shujaa Pay ceases operations, enters insolvency, or is acquired, escrowed funds will be handled as follows:

1. No new transactions will be accepted
2. Active Orders will be resolved under these Terms (release, refund, or dispute outcome)
3. Escrow balances will be returned to Buyers or released to Sellers in accordance with the applicable Order status and these Terms
4. Users will be notified via the website, email, and/or SMS using the contact details on file
5. Shujaa Pay will cooperate with any competent authority, trustee, or court-appointed administrator and comply with applicable law

This Section is intended to give Buyers confidence that escrowed funds are protected independently of Shujaa Pay's corporate status.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the United Republic of Tanzania. Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Tanzania, unless we agree in writing to alternative dispute resolution.

17. Termination

17.1 By You

Sellers may request account closure by contacting support@shujaapay.com. Outstanding escrow obligations, disputes, and pending payouts must be resolved before closure.

17.2 By Us

We may suspend or terminate access immediately for Terms violations, legal requirements, or risk management. Upon termination:

• Access to the Platform ceases
• Outstanding escrow and payout obligations are handled per these Terms and applicable law
• Provisions that by nature should survive (liability limits, indemnification, governing law) remain in effect

18. Communication and Notices

We may communicate with you via:

• Email to your registered address
• SMS to your registered phone number
• In-app or dashboard notifications
• Notices on www.shujaapay.com

Official support channel: support@shujaapay.com

19. Entire Agreement

These Terms, together with our Privacy Policy, Security Policy, and AML Policy, constitute the entire agreement between you and Shujaa Pay regarding use of the Platform. They supersede all prior agreements and understandings.

20. Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.

21. Contact Information

For consumer-rights enquiries, contact support@shujaapay.com with your Order ID and registered phone number.

22. Document Control

© 2026 Shujaa Pay. All rights reserved.

These Terms are a legal agreement. Please read them carefully. This document is provided for operational use and does not constitute legal advice. Consult qualified legal counsel in Tanzania before relying on these Terms in regulated or high-risk contexts.