Mobile Trade Credit Terms & Conditions

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These terms and conditions form the contract between: ________________Limited of P.O. Box _______________ Code __________________City/Town ___________(hereinafter Client, which expression shall include its successors in title and assigns) and Safaricom Limited of P.O. Box 66827 Westlands – 00800, Nairobi (hereinafter Safaricom, which expression shall include its successors in title and assigns).This agreement together with the annexures hereto (together “the Agreement”) contains the complete terms and conditions that apply to Client’s participation in Safaricom’s M-PESA mobile payment system (hereinafter Pay Bill Services) and supersedes all other agreements entered into between the Client and Safaricom in relation to the provision of M-PESA Pay Bill Services. By executing this document the Client agrees that it is affi rmatively stating that it has carefully read and understood the terms and conditions set forth herein and agrees to be bound by the said terms and conditions.


  1. In this Agreement, unless the context otherwise requires,  the following words and expressions shall have the following  meanings:-

    1. “Business Day” means any day of the week not being a weekend, gazetted public holiday or designated bank    holiday within the Republic of Kenya;

    2. “Business Number” means a destination code or numbering plan created by Safaricom for the identifi cation of M-PESA Pay Bill Accounts;

    3. “Cash” means currency notes and coins constituting the legal tender of the Republic of Kenya which, as the context requires: may be offered by a Customer in exchange of E-Money  through the M-PESA system and subsequently credited to the Client’s M-PESA Pay Bill Account; and may be paid to the  Client pursuant to a Withdrawal Request Instruction given by the Client to Safaricom;

    4. “Confi dential Information” means, without limitation, all  information, software, data, manuals, concepts relating to  marketing methods, products, developments, business and  fi nancial affairs and trade secrets, and other information of  value to a party and not generally known, (whether or not  designated as “confi dential information” by any Party and  whether written, oral or in electronic form) and any other  information clearly designated by a Party as “confi dential  information” or that is evidently confi dential by its nature or the  nature of its disclosure, and includes the terms of this Agreement;

    5. “Customer” means an M-PESA user who uses the M-PESA System to pay Bills due to The Client and “Customers” shall be  construed accordingly; 

    6. “E-Money” means the electronic value issued by Safaricom  and representing an entitlement to an equivalent amount of the  Cash held by the Custodial Trustee in respect of the acquisition  of such electronic value;

    7. “Effective Date” means the date upon which the Client’s M-PESA Account is activated by Safaricom;  “EFT” means electronic funds transfer of the Client’s  entitlement to Cash held in its M-PESA account, from the Trust  Account to the Client’s designated bank account and includes  Real Time Gross Settlement transfers;

    8. “Intellectual Property Rights” means, in respect of each Party,  such Party’s proprietary rights, title and interest in and to any  and all names, logos, trade marks, copyrights, patents and all  other intellectual property of whatever nature, description or  form, vesting in that Party as at the Effective Date or acquired  by such Party at any time after the Effective Date;

    9. “M-PESA Pay Bill Account” or “M-PESA Account” means the  account belonging to the Client created in the M-PESA system  which pools funds collected through the M-PESA Pay Bill Service;

    10. “M-PESA Service” or “M-PESA Pay Bill Service” or “Service”  means the mobile money transfer service provided by  Safaricom and envisaged under this Agreement (including the  procedure, systems, and software that Safaricom has  developed) through which Customers can make payments to  the Client under the Pay Bill functionality (irrespective of  whether or not the payment is in respect of the settlement of  an obligation or the creation of a liability);

    11. “M-PESA System” or “M-PESA” means the system operated  by Safaricom providing the M-PESA Services and “M-PESA  User” means either of The Client or the Customer participating  in the M-PESA system;

    12. “M-PESA Website” means the site located at  http://www.m;

    13. “MSISDN” means the Mobile Subscriber Integrated Services Digital Network Number issued to the M-PESA User  which uniquely identifi es the M-PESA User on the Safaricom Global System for Mobile Telecommunication “GSM” Network and is used to connect the Customer with other subscribers  and includes a Pin Unlocking Key (“PUK”) for accessing the Safaricom Network;

    14. “Network” means the Global System for Mobile telecommunication (“GSM”) system operated by Safaricom and covering those areas within the Republic of Kenya as stipulated from time to time by Safaricom;

    15. “Territory” means the Republic of Kenya; 

    16. “Transaction” means any movement of e-money or cash from one M-PESA system participant to another pursuant to    instructions initiated on the M-PESA System and includes reversals.

    17. “Trust Account” means the trust account comprising Cash  held in a commercial bank by the Custodial Trustee for and on behalf of all M-PESA users.

    18. “Trustee” means the M-PESA Holding Company Limited which,  under a Trust Deed, holds Cash paid into the Trust Account in  trust for all M-PESA customers;

    19. “Trust Deed” means together the Declaration of Trust dated 23rd January 2007 and the Amendment Deed dated 19th June  2008 executed by the Trustee constituting the trusts under  which the Trustee holds all amounts of cash received for the  Account of each system participant in trust for you upon the  terms and conditions therein specifi ed. These documents are  available for inspection at

    20. “Withdrawal Request Instruction” means an instruction given  to Safaricom by the Client requesting Safaricom to redeem Cash  on the Client’s behalf in exchange of the E-Money held in the  Client’s M-PESA account and to send it by EFT to the Client’s  nominated bank account.

  2. In this Agreement (including the recitals), unless the  context otherwise requires:

    1. Words denoting the singular shall include the plural and  vice versa and reference to the masculine gender shall include  a reference to the feminine gender and neuter and vice versa;    

    2. References to clauses are references to the clauses of    this Agreement;

    3. References to “Parties” shall mean the parties to this  Agreement being Safaricom and the Client and to “Party” shall  mean either of them as the context may indicate; 

    4. The expression “person” includes a natural   person, body corporate, unincorporated venture, trust, joint  venture, association, statutory corporation, state, state agency,  governmental authority or fi rm; and

  3.  Headings to clauses are used for convenience only and shall  not affect the construction and interpretation of this Agreement.


  1. Subject to the provisions for earlier termination as provided in this Agreement, this Agreement shall be for an initial period of twelve (12) months (the “Initial Term”) from the Effective Date.           

  2. Upon expiry of the Initial Term, this Agreement shall  automatically renew for a further renewal periods of twelve (12) months each (each period being a “Renewal Term”) on the terms and conditions appearing herein or as may be amended in writing unless terminated in accordance with the terms of  this Agreement.


  1. Use of the M-PESA Service by The Client shall be subject to     the terms of this Agreement; the M-PESA website access  term and conditions as may be notified to the client; and the Customer Terms and Conditions as may be published by  Safaricom from time to time, and the Client hereby agrees to  abide by the M-PESA operational procedures as may be prescribed by Safaricom from time to time. 

  2. With effect from the Effective Date and for the duration of the Initial Period, Safaricom shall:

    1. Allocate a Business Number or Business   Numbers through which Customers may make payments to the Client’s M-PESA Account through the M-PESA Pay Bill Service functionality. For the avoidance of doubt the Business Number or Business Numbers remain the property of  Safaricom at all times and Safaricom may, with reasonable prior notice to the Client, re number, re-assign, re-allocate or withdraw a Business Number or Business Numbers PROVIDED that Safaricom shall not tamper with the balances held in the Client’s M-PESA account;

    2. Grant secure access rights to the M-PESA Website  through which the Client may manage its M-PESA Pay Bill  Account. For the avoidance of doubt the M-PESA Website is  proprietary and any material downloaded from it (including without  limitation, statements, screen shots, etc) shall be Confidential Information.

    3. Provide customer service support to the Client and address any issues escalated by the Client;

    4. Provide customer service support to Customers using the M-PESA Pay Bill Service;

    5. Credit the Client’s M-PESA account with E-Money upon receipt of E-Money paid through the M-PESA System by Customers;

    6. Prepare on demand and in any event within seventy two  (72) hours (the “Settlement Period”) an EFT of the Cash  equivalent of accrued E-Money (less any charges and  commissions) to the Client upon receiving a Withdrawal  Request Instruction PROVIDED ALWAYS that where such  instruction is made on any day preceding a weekend or a bank  holiday, computation of the Settlement Period shall commence  on the next Business Day;

  3. With effect from the Effective Date and for the duration of  the Initial Term, the Client shall:-

    1. Reconcile payments received on the M-PESA System  through its M-PESA Pay Bill account to ensure that all payments are receipted;

    2. Initiate Withdrawal Request instructions to Safaricom for  redemption of accrued E-Money;

    3. Authorize Safaricom to debit charges and commissions to its Pay Bill account for providing the service;

    4. Comply with Safaricom’s fee schedule for using the M-PESA Pay Bill Service or as may be notifi ed to it in writing;

  4. The Client undertakes that it shall at all times comply with such  reasonable bulletins or guidelines as may be communicated to  The Client by Safaricom in writing from time to time.

  5. The Client’s Customer Service Information and Registration  Particulars for the purposes of this Agreement are as set out in  Schedule 3 and Schedule 4 respectively.


  1. This agreement comes into effect upon activation of the M-PESA Pay Bill Account by Safaricom following the passing  of all KYC vetting procedures conducted on the Client by  Safaricom.

  2. Prior to activation of the M-PESA Account, the Client shall ensure it has provided Safaricom with the necessary Know Your Customer (KYC) documents as may be prescribed by  Safaricom.

  3. Safaricom shall carry out the necessary due diligence following  which, if satisfi ed as to the suffi ciency of the KYC documents  provided by the Client, shall activate the Client’s Pay Bill  Account.

  4. If the Client fails to produce the necessary KYC documents  as set out in 5.2 above, or fails to satisfy the minimum KYC  requirements, Safaricom will refuse to activate the M-PESA  Pay Bill account and accordingly advise the Client as such (in  which case this Agreement shall be null and void). For the  avoidance of doubt, Safaricom’s refusal to activate the  M-PESA Pay Bill account shall neither confer on the Client any  right to contest Safaricom’s decision nor give rise to any legal  claim against Safaricom under this Agreement.


  1. The Client shall within a reasonable period (but in any event no later than 72 hours) initiate and complete reversal  transactions where a payment made to it is manifestly  made in error.

  2. Where the Client fails or refuses to complete the reversal in accordance with clause

  3. Safaricom shall, having due  regard to the circumstances of the erroneous payment, complete the reversal.

  4. Where a dispute in relation to a reversal arises, Safaricom  may suspend the Client’s M-PESA Pay Bill account to facilitate  an amicable resolution of the dispute.



  1. The Service shall be subject to the Charges and Transaction Values set out in Schedule 1 (as annexed to this agreement  and signed off by the Parties).

  2. Safaricom may by notice and from time to time vary the  Charges and Transaction Values.

  3. Amounts to be transacted by Customers using the M-PESA  System are subject to transaction and account limits set on  the M-PESA System as prescribed in Schedule 1 (Charges and  Transaction Values) or as may be varied by Safaricom in writing  from time to time.


  1. Each party undertakes and warrants that it will treat in  confidence all Confi dential Information related to and received  from the other party, which it acquires as a result of the  operation of this Agreement and to afford it the same degree  of confidential treatment as it affords to its own Confidential Information.

  2. Neither party will reveal any Confidential Information of the other to any third party, without the express written consent of  the disclosing party, except where such information is already in the public domain, has been legally acquired by the third  party, or where disclosure of the confi dential information is  ordered by a court or other competent authority.


  1. Neither Party makes any representation, nor gives any warranty  or guarantee of any nature whatsoever with regard to the  accuracy or correctness of any information or any other aspect  thereof other than that provided for in this Agreement;

  2. Each party shall indemnify the other, and keep each other  indemnifi ed, from and against any and all loss, damage  or liability, whether criminal or civil, suffered, any legal fees and  costs incurred by the other resulting from a material breach  of this Agreement by the party at fault including breaches  caused by any act, neglect or default of a Party or any third  party claim in respect of any matter arising from any person’s  conduct, provided that the liability has not been incurred  directly through any default either Party in relation to its  obligations under this Agreement.

  3. Without prejudice to the foregoing, the Client shall indemnify and keep Safaricom indemnifi ed from, defend Safaricom  against, and pay any fi nal judgment awarded against  Safaricom, resulting from any claim by a Customer arising  from such Customer’s use of the Services leading to loss  or damage where the proximate cause of such loss or damage   is attributable to the Client’s negligence, recklessness,  indifference, delay or failure to receipt or credit a Customer’s account with payment after the Customer has effected payment to the Client on the M-PESA System.

  4. Safaricom shall not be liable to the Client or any other person  where:

    1. The Transaction amount sought by the Customer is below the minimum or above the maximum limits for transactions on the M-PESA System as set out in Schedule 1 (Charges and Transaction Values), except where the Client     makes a request to Safaricom for changes to the minimum or  maximum amount, which variation may be made at the sole discretion of Safaricom;

    2. The Customer has entered an incorrect Business Number  and the payment is made to the wrong MPESA Pay Bill account  holder provided that Safaricom shall, where possible,  use  its best endeavours to reverse such erroneous transaction  upon notifi cation by the Client;

    3. The Client’s hardware, software or internet provider’s  service is not functioning properly; 

    4. The transaction is unauthorised or fraudulent;

    5. The transaction details received do not contain the  correct information;

    6. The Client’s receipt of funds is intercepted by due legal  process or other encumbrance restricting the transfer (e.g.  security reasons); or

    7. Unforeseen circumstances prevent the execution of the Transaction despite any reasonable precautions taken by  Safaricom.

  5. Without prejudice to any other provisions of this Agreement, each of Safaricom and the Client undertakes to indemnify the  other party and keep the other party  indemnifi ed on demand for and against all proceedings, costs, claims, damages,  expenses and liabilities of whatsoever nature howsoever  suffered or incurred arising out of or by reason of: 

    1. Any breach or non-compliance with any terms of this Agreement; or;

    2. Any infringement or alleged infringement of any  intellectual property rights relating to the use of any software  by any person.



Safaricom may, with reasonable notice where practicable,  suspend the availability of the Service to The Client wholly or  partially for any valid reason, including without limitation,  where (i) The Client fails to comply with any rules or regulations  of the Territory regarding the Service; (ii) The Client fails  to observe any term or obligation set out herein; or (iii) the  Client carries on prohibited activities using the M-PESA service  as set out in Clause 13.


  1. Termination on Notice

    1. If either of the Parties commits a breach of any material  obligation imposed on it in terms of this Agreement (hereinafter  the “Defaulting Party”), and fails to remedy such breach within  a period of 30 (thirty) days from the date on which written  notice is given to the Defaulting Party by the other Party  (hereinafter the “Aggrieved Party”) requiring the Defaulting Party to remedy the breach, then the Aggrieved Party shall be  entitled to terminate this Agreement on the expiry of such written notice and the Aggrieved Party shall be entitled to hold  the Defaulting Party liable in damages as a result of such termination.

    2. Either Party may terminate the agreement by giving thirty (30) days prior written notice irrespective of whether the other Party is in material breach of this Agreement.

  2. Termination by Safaricom

    1. Notwithstanding the generality of the foregoing, Safaricom may terminate this Agreement immediately if the  Client uses or is reasonably suspected of using the M-PESA Service in furtherance of any unlawful or criminal activity, including without limitation, tax evasion, money laundering or  terrorism funding activities.

    2. Safaricom may terminate the agreement if the Pay Bill account remains inactive for a period of six (6) months. For the avoidance of doubt, an ‘inactive’ Pay Bill account includes one which has not had any credit entries over a continuous period of six (6) months.

  3. Termination not to Affect Remedies The termination of this Agreement shall be without prejudice to  all accrued rights and obligations of the Parties under this  Agreement and to all obligations under this Agreement  expressed to continue or take effect after expiration  or termination.



  1.  The Client undertakes to declare all income resulting from or in  consequence of using the M-PESA Pay Bill Services to the relevant tax authority and to pay all taxes levies and fees due on such income. Safaricom shall not be liable to the Client  for any disclosure to the relevant tax authority and the Client  hereby indemnifi es Safaricom from any loss or damage arising from such disclosure to the relevant taxing authority.
  2.  It is the Client’s responsibility to determine what, if any, taxes  apply to the payments it receives and to collect, report and remit the correct tax to the relevant taxing authority. Safaricom shall not be obligated to determine whether taxes apply, and  is not responsible for collecting, reporting, or remitting any taxes arising from any transaction.
  3. Without prejudice to the generality of the foregoing, any taxes,  charges, impositions or levies imposed on a Party or on  a Party’s performance of its obligations under this Agreement  (including income taxes, VAT, Excise Tax and Withholding Tax)  shall be paid by that Party, it being solely that Party’s obligation  to collect and remit such taxes to the relevant tax authority.


  1. You agree to not use the M-PESA Pay Bill service to:

    1. Conduct any business that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially,   ethnically or otherwise objectionable;

    2. Impersonate any person or entity, including, but not limited to, a Safaricom offi cial, fellow user, or falsely utter or  otherwise misrepresent your affi liation with a person or entity;

    3. Forge headers or otherwise manipulate identifi ers in order  to disguise the origin of any Content transmitted through the Service;

    4. Conduct any business that causes or permits the uploading, posting, emailing, transmission or otherwise making available any content or information that you do not  have a right to make available under any law or under  contractual or fi duciary relationships (such as inside  information, proprietary and confi dential information learned  or disclosed as part of employment relationships or under  nondisclosure agreements);

    5. Conduct any business that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of  any party;

    6. Conduct any business whether solicited or unsolicited, relating to or remotely connected to SPAM, junk mail, pyramid  schemes, pornography, gaming, gambling or any other form of  solicitation;

    7. Conduct any business that causes or permits the uploading, posting, emailing, transmission or otherwise making any  material that contains software viruses or any other  computer code, fi les or programs designed to interrupt,  destroy or limit the functionality of any computer software or  hardware or telecommunications equipment;

    8. Conduct any business that interferes with or disrupts the Service or servers or networks connected to the Service, or disobeys any requirements, procedures, policies or regulations  of networks connected to the Service;

    9. Conduct any business that intentionally or unintentionally violates any applicable local, or international law, including, but not limited to, laws and regulations promulgated by the  Communications Commission of Kenya, the Central Bank of Kenya or any regulations having the force of law;

    10. Collect or store personal data about other users without their express authority; or

    11. Aggregate payments or create ‘collection accounts’ on behalf of third party persons or entities without the express written consent and approval of Safaricom.

  2. It is hereby acknowledged and agreed that Safaricom may  preserve the Client’s Confi dential Information and may also     disclose  the Client’s Confi dential Information if required to         do so by law or in the good faith belief that such preservation  or disclosure is reasonably necessary to:

    1. comply with legal   process;

    2. enforce the terms of this Agreement;

    3. respond to claims that the Client’s use of the M-PESA Service violates the rights of third-parties; or

    4. protect the rights, property, or  personal safety of Safaricom, its subscribers and the public.

  3. You shall not make available to any third party any Confi dential Information (including without limitation, transaction data) unless compelled by law to do so.



 The validity, construction and interpretation of this Agreement  and the rights and duties of the parties hereto shall be governed  by the laws of Kenya.


In the event that any dispute has arisen and the parties have not been able to settle the same, within thirty (30) days then,  any party may elect to commence arbitration.  Such arbitration shall be referred to arbitration by a single arbitrator to be  appointed by agreement between the Parties or in default of  such agreement within 14 days of the notifi cation of a dispute, upon the application of either Party, by the Chairman for the time being of the Kenya Branch of the Chartered Institute of Arbitration. Such arbitration shall be conducted in Nairobi in accordance  with the Rules of Arbitration of the said Institute and subject to  and in accordance with the provisions of the Arbitration Act 1995.

 To the extent permissible by Law, the determination of the  Arbitrator shall be fi nal, conclusive and binding upon the  Parties hereto. Pending fi nal settlement or determination of a dispute, the  Parties shall continue to perform their subsisting obligations  hereunder. Nothing in this Agreement shall prevent or delay a Party from  making claims or seeking injunctive or interlocutory relief in the  High Court of Kenya.


This Agreement, together with the schedules hereto, constitutes the entire agreement between the Client and  Safaricom with respect to the subject matter hereof.  There  are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein  and therein.  This Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such matter.


 The Parties shall not make any press release or any other public  statement relating to this Agreement or the relationship  between the Parties without the prior written consent of all  the Parties.  Once a public statement has been agreed upon  by the Parties, provided the information in that statement  remains accurate, each Party may make other public  statements that are consistent with the original statement  without prior notice to, or consent of, the other Parties.  Notwithstanding the foregoing, a Party may make any public  statements required in order to comply with applicable legal  requirements.


This Agreement, including its schedules may be amended by  Safaricom by way of bulletin, and notices. You acknowledge  that such bulletin or notices shall be binding and shall have full  legal force as if they were contained in this Agreement.


This Agreement may not be assigned by either party, by  operation of law or otherwise, without the prior written consent  of the other party.


Except as otherwise specifi ed in the Agreement, all notices,  requests, approvals, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by mail, registered or certified, return receipt requested, postage pre-paid, courier service to the address specifi ed above. Notices shall be deemed given on the day actually received by the party to   whom the notice is addressed.


This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original, but  all of which together constitute one and the same agreement.

22    WAIVER

No delay or omission by either party to exercise any right or  power it has under this Agreement shall impair or be construed  as a waiver of such right or power. A waiver by any party of  any breach or covenant shall not be construed to be a waiver  of any succeeding breach or any other covenant. All waivers  must be in writing and signed by the party waiving its rights.


Any provision of this Agreement held by a court of competent jurisdiction to be contrary to any law shall be severed from the agreement, but such severance shall not render the  remaining provisions of this agreement ineffective. The   remaining provisions of this Agreement will remain in full force  and effect.


Each party intends that this Agreement shall not benefi t, or  create any enforceable right or cause of action in or on behalf  of, any person or entity other than the Safaricom and client.


  1. Notwithstanding any provision contained in this Agreement,  neither party shall be liable to the other to the extent fulfi lment  or performance of any terms or provisions of this Agreement  is delayed or prevented by revolution or other civil disorders;  wars; acts of enemies; strikes; lack of available resources  from persons other than parties to this Agreement; labour  disputes; electrical equipment or availability failure; fi res;  fl oods; acts of God; government or regulator action; or, without  limiting the foregoing, any other causes not within its control,  and which by the exercise of reasonable diligence it is unable  to prevent, whether of the class of causes hereinbefore  enumerated or not.

  2.  If any force majeure event occurs, the affected party will give  prompt written notice to the other party and will use    commercially reasonable efforts to minimize the impact of               such event.


  1. The parties shall comply with all legal requirements applicable  to their role in effecting Transactions.

  2. Each of the Parties represents and warrants that none of its  senior offi cers or directors (i) has ever been convicted of any  crime (other than minor traffi c offences); and (ii) has ever been  charged, convicted of (or pleaded guilty or no contest to) any  crime relating to fraud, embezzlement, theft, money laundering,  fi nancing terrorism or terrorist organizations, importing illegal  aliens, receiving stolen property, or illegal drugs or other  controlled substances. Each Party shall, if required, notify the  other in writing within 48 hours after any of these representations  and warranties ceases to be true.

  3. Legal or regulatory requirements may require Safaricom to  obtain and report certain information about the operation of  the Client’s account. In order to comply with any such legal  or regulatory requirements, Safaricom may, within the confi nes  of the law, at any time submit such information as it may  have in its possession to the legal or regulatory authority. The  Client shall assist Safaricom in complying with any such legal  or regulatory requirements and shall deliver promptly any  information that Safaricom reasonably requests for the  purposes of complying with such legal or regulatory  requirements.

  4. None of the Parties  shall at any time publish or cause to  be published orally or in writing to any other person whatsoever  (including to the public or any section of the public) any  information concerning this Agreement or any other  information of any nature whatsoever concerning either Party  or any other matter regarding the internal affairs of either Party,

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