Merchant Agreement

1. Purpose

This Merchant Agreement ("Agreement") governs the use of ArosaPay's transaction processing infrastructure by Merchants.

By creating an ArosaPay Merchant Account, you agree to comply with this Agreement.

This Agreement applies exclusively to Merchants and is separate from the Buyer Terms of Service.

2. Role of ArosaPay

ArosaPay provides:

• Secured transaction processing
• Conditional release mechanics
• Risk management controls
• Ledger-based fund tracking
• Dispute administration infrastructure

ArosaPay does not:

• Act as merchant of record (unless explicitly stated)
• Take possession of goods
• Guarantee sales volume
• Guarantee product quality
• Act as a guarantor of merchant obligations

3. Merchant Eligibility

Merchants must:

• Be legally authorized to conduct business
• Provide accurate identification information
• Comply with all applicable laws
• Maintain valid payout destination accounts
• Not engage in prohibited activities

ArosaPay may require:

• KYC verification
• Business registration documentation
• Beneficial ownership disclosure
• Additional compliance information

Failure to provide required documentation may result in restriction.

4. Transaction Flow Governance

All Merchant transactions processed through ArosaPay follow the Transaction State Machine:

• INITIATED
• FUNDS_SECURED
• DELIVERED
• APPROVED
• DISPUTED
• REFUNDED
• PAID_OUT
• CLOSED

Merchants acknowledge that:

• Funds are not available at checkout
• Secured Funds remain inaccessible until Buyer Approval
• Payout is conditional upon system-defined release rules
• Merchants have no right to demand early release of Secured Funds

5. Delivery Obligations

Merchants must:

• Deliver goods/services as described
• Deliver within stated timeframe
• Provide accurate tracking where applicable
• Maintain accurate product representations

Failure to deliver may result in:

• Buyer refund
• Dispute escalation
• Tier downgrade
• Increased reserve
• Account suspension

6. Inspection Period

Following delivery confirmation:

• Buyer inspection window begins
• Secured Funds remain held
• Merchant may not demand Buyer approval

Inspection windows are defined by platform policy and may vary by product category.

7. Buyer Approval & Release

Upon Buyer Approval:

• Secured Funds transfer to Merchant Payable Ledger
• Platform Fee is deducted

If applicable:

Merchant Payable is split into Reserve Ledger and Available Balance.

Release occurs only after:

• Buyer confirmation
• Dispute resolution
• System verification

Release timing is determined by tier and payout schedule.

8. Disputes

If Buyer initiates a dispute:

• Secured Funds remain held
• Release is paused
• Merchant must provide evidence upon request

ArosaPay may request:

• Proof of delivery
• Product condition evidence
• Communication records
• Supporting documentation

Failure to respond may result in Buyer refund.

ArosaPay's dispute determination is final except where prohibited by law.

9. Reserve Policy

Merchants acknowledge that ArosaPay may apply reserve requirements.

Reserve:

• Is calculated as percentage of transaction value
• Is retained temporarily
• Is released after defined hold period if no active disputes or violations exist

Reserve policies are defined in the Merchant Risk & Tier Policy Disclosure.

Reserves are not interest-bearing unless required by law.

10. Merchant Tier System

Merchant operational parameters are governed by Tier Policy.

Tier classification may affect:

• Reserve percentage
• Payout timing
• Transaction limits
• Volume thresholds

Tier determination is automated and based on objective transaction metrics.

ArosaPay may adjust tier placement based on risk indicators.

Tier classification does not alter Buyer protection standards.

11. Fees

Merchants agree to pay:

• Transaction processing fees
• Platform service fees
• Applicable taxes

Fees are:

• Disclosed prior to transaction
• Deducted upon Approval
• Non-refundable except in case of system error

ArosaPay may modify fees with notice.

12. Prohibited Activities

Merchants may not:

• Misrepresent products
• Engage in fraudulent conduct
• Circumvent ArosaPay systems
• Pressure Buyers to confirm prematurely
• Manipulate reviews or reputation metrics
• Process prohibited goods or services

Violation may result in:

• Account suspension
• Fund holding extension
• Permanent termination

13. Suspension & Termination

ArosaPay may suspend or terminate accounts if:

• Fraud is suspected
• Risk thresholds are exceeded
• Regulatory requirements demand
• Merchant breaches Agreement

During suspension:

• Payouts may be paused
• Reserves may be extended
• Funds may remain secured

Termination does not eliminate existing dispute obligations.

14. Tax Responsibility

Merchants are solely responsible for:

• Tax reporting
• VAT obligations
• Income tax compliance
• Regulatory filings

ArosaPay does not provide tax advice.

15. Limitation of Liability

To the maximum extent permitted by law:

ArosaPay's liability is limited to fees earned from the specific transaction in dispute.

ArosaPay is not liable for:

• Loss of profits
• Business interruption
• Reputational damage
• Indirect damages

16. Indemnification

Merchants agree to indemnify ArosaPay against claims arising from:

• Product defects
• Consumer complaints
• Regulatory violations
• Misrepresentation
• Intellectual property infringement

17. Data Use & Records

Merchants acknowledge that:

• Transaction data is recorded in immutable ledger
• ArosaPay may use anonymized data for risk modeling
• ArosaPay may share required data with regulators or PSP partners

Data handling is governed by the Privacy Policy.

18. Regulatory Disclosure

ArosaPay may:

• Report suspicious activity
• Freeze funds as required by law
• Comply with court orders
• Share information with financial institutions

Merchants consent to lawful compliance actions.

19. Amendments

ArosaPay may amend this Agreement.

Material changes will be communicated.

Continued use constitutes acceptance.

20. Governing Law

This Agreement is governed by the laws of the Republic of Kenya.

Disputes shall be resolved in the competent courts of that jurisdiction.

21. Contact

Legal inquiries: legal@arosapay.com

Merchant support: support@arosapay.com

Related Documents

• Terms of Service — /terms
• Merchant Risk & Tier Policy Disclosure — /merchant-risk-policy
• Security & Funds Safeguarding — /security
• Privacy Policy — /privacy