NOW THEREFORE IN CONSIDERATION OF THE FOREGOING THE PARTIES HAVE AGREED AS FOLLOWS:

1. DEFINITIONS
   1. Agent means any Channel Partner registered by Econet to fulfil functions of registering Customers and effecting deposits and withdrawals.
   2. Agreement means the Channel Partner form together with these rules, which form a legally binding agreement between the Channel Partner and Econet.
   3. Application form means the application form issued by Econet to the Channel Partner for specified EcoCash services.
   4. Biller means any Channel Partner that accepts E-value as a payment mode for goods and/or ser..'ices mainly as a way of settling an existing account with the biller.
   5. Call Centre means the Econet customer call centre(s) dedicated to servicing the various Channel Partners and subscribers on the EcoCash platform.
   6. Cash-In means a cash payment done by a Customer to an Agent for the purchase of E-value from the Agent to be credited to the Customer's EcoCash account.
   7. Cash-Out means the process of redeeming e-value for cash from the Agent.
   8. Channel Partner means an entity that is using EcoCash Services for a business operations and include Billers, Agents, Merchants, Merchant Lite, Bulk Payers or Online Payroll.
   9. Channel Partner Code refers to a five or six digit number assigned to a business or organization by Econet upon registration as a Biller, Merchant, Merchant Lite Agent, Bulk Payers or Online Payroll.
   10. Customer means every person in whose name an EcoCash account is registered in connection with the use of EcoCash Services to receive services, pay for goods or pay their bills through a selected Channel Partner.
   11. EcoCash means mobile money services offering that is provided by Econet Wireless (Private) Limited.
   12. EcoCash Services means services provided to a Channel Partner from their e-wallet which include but not limited to bill payment, merchant payments, ZESA token purchases, receive payments, bank to wallet & wallet to bank transfers, airtime purchases, general enquiries and liquidations.
   13. E-value or e-money means the electronic money in the Mobile Money Transfer System which will equate to the deposits in the Econet Trust Account.
   14. E-wallet means an E-value repository
   15. EcoCash Operating Procedures means the EcoCash instructions on how EcoCash Services will be offered to Customers.
   16. EcoCash Transfer and Payment system means the EcoCash mobile money system on which the Mobile Money Transactions are done.
   17. Business Wallet means additional money transfer sen.'ices that can be performed by the Channel Partner.
   18. Float means the total amount of e-money that an Agent has in their mobile money account on the EcoCash Transfer and Payment System.
   19. Float Liquidity means the ability of the Agent to offer EcoCash services. This is determined by how much the Agent has deposited into the Econet Trust Account.
   20. Initial Payment means the payment that the Agent will make into the Econet Trust account in exchange for e-money float.
   21. Merchant Lite means a Channel Partner with reduced Know Your Customer (KYC) requirements for a defined period of time, in this instance, one (1) year. The Channel Partner limits are $50,000.00 per month or as may be adjusted from time to time as approved by RBZ. Econet will then choose the transactional limit, daily limit and weekly limits which are communicated to the respective Channel Partner.
   22. Merchant means an entity/Channel Partner that accepts E-value as a payment mode for the exchange of goods and/or ser,/ices.
   23. Mobile Money Transfer and Payment System means the platform that facilitates movement of funds in EcoCash.
   24. PIN means the Personal Identification Number chosen by the Channel Partner which must be kept secret and ensure it's not compromised by the Channel Partner.
   25. Push Transaction means a Channel Partner is configured to be able to initiate a transaction from their payment accepting platforms such as cashier points, POS devices and the transaction is sent through the USSD channel to the selected EcoCash Customer for confirmation of the transaction.
   26. Outlet means a store that offers goods or services to the public.
   27. RBZ means the Reserve Bank of Zimbabwe and or its regulatory divisions.
   28. Start PIN means the one time PIN allocated to the Channel Partner that they must use to activate their account, after which the Channel Partner can change it to one of their choice.
   29. The Parties means Econet and the Channel Partner.
   30. Transaction fees mean the charges payable by the Channel Partner or Customer for use of the EcoCash Services.
   31. Trust Account means the bank account that Econet holds to represent the E-Value that will be circulating on the EcoCash platform at any time. For Agents to get float into their wallets they will deposit cash in exchange for e-money.
   32. SMS means short message services.
   33. USSD means the Unstructured Supplementary Service Data menu on your cellphone that lists all the services.
2. SCOPE OF CHANNEL PARTNER WALLET AGREEMENT Econet hereby appoints and retains the Channel Partner, on a non-exclusive basis, to perform functions, services and such other acts as the Channel Partner is specifically required to do pursuant to the terms of this agreement. The Channel Partner agrees to perform its duties under the supervision of Econet within Zimbabwe commencing ............20........, subject to renewal, extension or termination by the Parties.
3. GENERIC CHANNEL PARTNER WALLET RIGHTS AND OBLIGATIONS
   The Channel Partner shall:
   1. Market the EcoCash Services offered by Econet, including any other products and setvices as may be determined by Econet and its partners, from time to
   2. The Channel Partner's outlets shall be staffed by appropriately qualified and trained staff members to handle EcoCash payments. Should Econet organise training for Outlet staff, the Channel Partner will ensure that Outlet staff are in attendance. The Channel Partner shall not do or omit to do anything which could reasonably be regarded as inconsistent with this obligation.
   3. The Channel Partner shall ensure that they put in place necessary controls and monitoring environment including proper PIN management to ensure that there is no risk of internal fraudulent activities by own human resources. Channel Partner shall also ensure they understand fully the functionalities relevant to the respective chosen product/offering they want to use before use.
   4. The Channel Partner shall accept EcoCash payments from Customers for goods and services and or accept cash deposits for purchase of Float by Customers or process withdrawals. The procedure for accepting these shall be as follows:
      1. The Channel Partner shall display its respective Channel Partner code at all times where it is clearly visible to Customers.
      2. The Customer will initiate the transaction through USSD (cell phone) menu dial string *151#, Mobile App or Near Field Communication (NFC) devices.
      3. Alternatively, the Channel Partner shall initiate the transaction from their device to send a Push Transaction to the Customer's EcoCash number for them to confirm through a PIN.
      4. The Channel Partner shall ensure that the Customer quotes the correct code on all payments or transactions made through EcoCash. The Channel Partner shall not deduct or add any charges for the payment or transactions made by the Customer. In this regard the amount transferred by the Customer shall be equivalent to the price(s) of goods and/or services displayed on the till, existing bill or the float or cash amount required.
      5. The Channel Partner shall release the goods and or/ services; settle the elected account in the case of a Biller or give Float or cash to the Customer upon successful completion of the transaction and the money reflecting in the Channel Partner e-wallet. In this regard the Channel Partner shall receive an SMS notification showing inter alia the amount paid by the Customer, their name and Customer number. A receipt shall be generated where systems are integrated.
      6. The Channel Partner shall be liable for any losses of goods, services and or money that may result from negligence or failure to exercise due care and attention to detail.
      7. The Channel Partner shall ensure that if they want their e-money transferred to a bank account, they will link their bank account to their Channel Partner wallet where applicable and initiate transactions on their own.
      8. At any time the Channel Partner may choose to liquidate their e- value at any Agent's outlet for amounts up to applicable limits or by initiating a Channel Partner wallet to bank from their device or can purchase tokens and airtime at a commission or pay other Channel Partners using the functionalities offered to them. Further to this the Channel Partner can send an instruction to the Econet operations team on time.
   5. The Channel Partner shall be obliged to register Customers through the Outlets in accordance with the requirements set out by Econet and the regulatory guidelines from time to time, which shall include but not be limited to informing Customers about the EcoCash Ser-slices, providing the Econet Mobile Money Customer Registration form to Customers, checking the Customer's identity document, causing the Customer to complete and sign the registration form and entering the Customer's name, national identity number, mobile number, date of birth and any other information so required for registration on the Ecocash Transfer and Payment system. Upon receipt of an applicant's registration form duly completed together with all Supporting documents, subject to the documents being in order, register the applicant with Econet who will open and activate an EcoCash account in the name of the applicant. Such registration forms shall be submitted to Econet within one (1) week of registering the customer.
   6. The Outlets shall perform cash-in and cash-out transactions for Customers and shall maintain appropriate levels of cash and Channel Partner Float liquidity in order to meet market demand for these transactions.
   7. The Channel Partner shall ensure at all times during the contract period, that its Float shall not fall below the minimum balance required and in the event that the balance does fall below the minimum balance, the Channel Partner shall immediately effect a payment of a sufficient amount of money into the Trust Account to raise its Float to at least the minimum balance required from time to time.
   8. The Channel Partner shall not effect any transactions that are over and above the amounts placed in the Trust Account or where the Channel Partner has insufficient funds to meet the value of transactions and charges applicable thereto.
   9. The Channel Partner shall not effect any transaction without checking and verifying the Customer's identity details by checking the Customer's identity document against the information on the confirmation SMS of the transaction appearing on the Channel Partner's cell phone. The Channel Partner shall be liable for any losses suffered by the Customer as a result of the Channel Partner's negligence and Econet reserves the right to recover any monies lost by the customer as a result of the negligence by the channel partner to restitute the Customer.
   10. The Channel Partner shall not effect direct cash-in transactions from the Channel Partner's EcoCash account other than into the EcoCash account of the Customer making such transaction. All Cashln transactions should be made into a Customer's EcoCash account with the Customer present and upon the Channel Partner checking and verifying the Custorner's identity details. Econet reserves the right to recover any lost commissions resulting from direct Cash-ln transactions made into third party Customers' EcoCash accourrts and levy a penalty on every such transaction. The applicable penalty shall be communicated to the Channel Partner by Econet. Econet reserves the right to review the penalty from time to time.
   11. The Channel Partner shall not on itself grant any discount or rebate pertaining to any Customer nor offer such a discount or rebate without the prior written consent of Econet even if the Channel Partner is prepared to do so at its own cost.
   12. The Channel Partner shall not charge a Customer any other charge outside the Transaction Fee which is deducted from a Customer's e — money Wallet. For the avoidance of doubt, any charges outside the system will result in termination of this Agreement.
   13. The Channel Partner shall keep records in line with Econet requirements. These records shall include:
       1. The particulars of all transactions undertaken by the Channel Partner; and
       2. The registration particulars of each applicant, The registers for recording the registration particulars will be provided as part of the Channel Partner starter assist in the resolution of problems related to the EcoCash Services.
   14. Business Wallet Specific Obligations
       1. Channel Partner shall ensure that only authorised employees have access to the Business Wallet functionality.
       2. Channel Partner undertakes not to disclose his PIN and or password to unauthorised persons. Further, the Channel Partner undertakes to employ a proper PIN management framework for the Business Wallet to remove the risk of fraud occurring such as but not limited to regular PIN or Password changes, non-sharing of PIN or Password, PIN or password reset on change of user of the wallet and giving access to only authorised employees.
       3. Channel Partner shall adhere to the transaction limits set by Econet from time to time.
       4. Channel Partner shall be responsible for the safety for his funds. Econet shall not be held responsible for the unauthorised use of your wallet under this facility.
4. OBLIGATIONS OF ECONET
   Econet shall:
   1. Ensure that the Mobile Money Transfer and Payment System operates in terms of this Agreement. Econet shall supply and make available all forms required by the Channel Partner to execute their obligations.
   2. Ensure that adequate marketing campaign material is available for use by the Channel. Partner.
   3. Have a fully operational Call Centre manned by qualified employees and/or automated systems to assist in the resolution of problems related to the EcoCash Services.
   4. Econet reserves the right to disconnect the Channel Partner from Econet's network at any time, if it determines, at its sole discretion that the Channel Partner licence is being used unlawfully or for purposes other than in connection with the EcoCash Services or that the Channel Partner is not complying with the terms and conditions of this Agreement.
   5. Econet excludes warranties of all kinds and shall not be liable for any costs, loss, liability or damage whether direct, special or consequential whatsoever and howsoever arising whether from any suspension or termination of this Agreement or otherwise.
   6. Econet shall have the right at any time during the contract period to inspect the Channel Partner premises, Outlets and business operations to ensure compliance with the terms of this Agreement.
   7. Econet reservres the right to vary the terms of this Agreement, the EcoCash Operating Procedures, transaction fees and the rates of commission payable at any time and for any reason whatsoever for the respective Customers and Channel Partner, Variations will be notified by way of letter, advertisement in a daily newspaper, SMS, on an Econet website and/ or other suitable means including training or forums and the Channel Partner shall be deemed to have been notified of any such variations whether or not they have actually come to the Channel Partner attention.
   8. Econet will train Outlet staff so that they are proficient with EcoCash Services before they start offering the services to the market. Econet will meet all expenses related to the training venue and training material, while the Channel Partner meet all travel and accommodation expenses incurred by their officers when they attend training.
   9. Econet will provide EcoCash wallet account statements as and when required by the respective Channel Partner,
   10. Econet shall facilitate blocking of Channel Partner line on instruction in case the Channel Partner feels there has been compromise on security. Econet will also facilitate PIN reset and/or replacement of Channel Partner Sim upon request and complying with requirements.
5. CHARGES
   1. Econet will prescribe a charge for the Channel Partner for the liquidation of e-money and the actual charges are as set up by ±onet in the tariffs which will be provided to the Channel Partner and are subject to review and change from time to time. A bank transfer will attract the prevailing bank charges for bank transfers.
   2. Econet will prescribe a charge for the Channel Partner for any transactions that the Channel Partner performs on their wallet depending on the actual type of transaction as provided in the tariff which is subject to review and change from time to time. Business Wallet services charges will be provided to the Channel Partner and are subject to review and change from time to time.
6. COMMISSION & APPLICABLE TAXES:
   Agent Specific
   1. A commission shall be paid each month to the Channel Partner; a statement in electronic form shall be rendered monthly by Econet to the Channel Partner showing all income and disbursements upon request.
   2. The Channel Partner shall be advised of the applicable commission rates before signing this Agreement. The commission rates may be reviewed by Econet from tirne to time at its discretion.
   3. Any rates, duty or taxes levied upon or in respect of the commission and/or performance of Ecocash Sen.'ices by the Channel Panner by any competent authority shall be borne and paid by the Channel.
   4. The Channel Partner shall defend, indemnify, and hold Econet harmless from liability to any competent authority resurting from Channel Partner's failure to
      1. make timely payment of or pay any of the above, including interest, penafties and any other liability arising from such failure, or
      2. comply with the reporting, filing or other procedural requirements with respect to their payment.
7. PAYROLL SPECIFIC / BULK PAYMENT SPECIFIC
   1. The Bulk Payer shall process outbound payments to beneficiaries. The procedure for disbursing Ecocash disbursement shall be as follows:
      1. The Bulk Payer shall compile and send a secure file with complete details of beneficiaries, amount and mobile number via email and a signed hard copy.
      2. Ecocash back office staff shall initiate the disbursement process by uploading the file into the Ecocash platform and then sending to the intended beneficiaries
      3. The beneficiaries shall receive sms notifications confirming the transaction.
      4. The Bulk Payer shall not deduct any charges for the disbursements made to the customer. In this regard the amount transferred to the customer shall be equivalent to the payment due to them.
      5. The Bulk Payer shall receive reports of both successful and/or failed transaction reports upon request.
      6. The Bulk Payer shall exercise full control over and take full responsibility to ensure that all disbursements are done as per the procedures provided by Econet as well as for its employees, their acts and omissions when carrying out Ecocash disbursements.
      7. Where the Bulk Payer gets involved in money laundering, terrorist financing or any unlawful activities not governed by this agreement; the Bulk Payer shall be solely liable for any such illegally perpetrated activities. Econet will not, in any way be partly or held liable to such illegal activities
8. INDEPENDENT CONTRACTOR
   1. The Parties acknowledge that, save for the duties and powers of the Channel Partner as stated in clause 3, hereof nothing in this Agreement shall be construed to create a relationship of employment or partnership whatsoever between the Parties, whether for tax or any other purpose.
   2. Subject to clause 3 hereof neither Party shall have the right to bind the other to any Agreement with a third Party or to incur any obligation or liability on behalf of
9. SECURITY MANAGEMENT
   1. In the event of loss of the Channel Partner SIM card, the Channel Partner is required to inform Econet immediately so that the SIM card is blocked. The Channel Partner can contact the Econet call centre or send an e-mail to ecocash@ econet.co.zw. Reporting immediately will prevent unauthorised use. The Channel Partner will be liable for any losses and costs incurred before the disconnection of the SIM card is made by Econet.
   2. The Channel Partner will be liable for any losses and costs incurred before they notiß' Econet. The Channel Partner is responsible for securing their EcoCash and the cell phone used for mobile money transaction. Econet will not be liable for any loss of valuables from the Channel Partner premises.
10. CONFIDENTIALITY
    1. The Channel Partner shall treat as confidential all information relating to Customers, Transactions and
    2. Each Party agrees to keep all information confidential and agrees that it shall not without the prior written consent of the Channel Partner, Customer, or Econet, divulge information relating to the Channel Partner, Customer, or Econet; unless required to do so by law enforcement agents upon which the affected Party should be consulted.
11. BREACH
    1. Econet shall have the right to terminate the Channel Partner Agreement in the event that the Channel Partner: Commits any act of fraud or theft against Customers or Econet involving EcoCash Services; and/or
    2. Commits an act that brings Econet into disrepute; and/
    3. Fails to perform any of its obligations in terms of this Agreement.
12. TERMINATION
    1. If the Channel Partner is in breach of the provisions of clause 10 hereof, Econet may terminate this Agreement immediately and thereafter inform the Channel Partner in writing of reasons thereof.
    2. Econet may also terminate the Channel Partner Agreement for whatever reason by giving 30 days' notice to the Channel Partner.
13. LIMITATION OF LIABILITY AND INDEMNITY
    1. Econet will not be liable for any costs, loss or damage whether direct, special or consequential, howsoever and when so ever arising from any suspension or termination of this Agreement.
    2. The Channel Partner shall indemnify Econet, from and against any and all costs incurred by the Channel Partner of whatever nature and any loss, damage or liability, whether criminal or civil, suffered by Econet resulting from a breach of this Agreement or any laws and regulations goveming the provision of Mobile Money Transfer Sen.'ices by the Channel Partner including but not limited to breaches caused by any act, neglect or default of the Channel Partner and/or its employees, or any subscriber or third party claim in respect of any matter arising from the Channel Partner's or its employees' conduct.
    3. No warranties or representations are made with regard to potential revenues that may be earned by the Channel Partner from the provision of the Mobile Money Transfer services and no reliance should be placed on any statements or projections provided, whether verbally or in writing in this respect.
14. DISPUTE RESOLUTION
    1. In the event of any dispute between the parties arising from this Agreement, the parties shall endeavour to resolve it by negotiation between their authorized representatives within seven (7) days of such dispute arising.
    2. In the event that the parties fail to reach agreement within the aforesaid period of seven (7) days, either party may refer the dispute to arbitration.
    3. Notwithstanding anything to the contrary contained

In this clause neither party shall be precluded from obtaining interim relief from a court of competent jurisdiction including any arbitral tribunal pending the decision of an arbitral tribunal appointed in terms of this clause. The arbitration shall be held: In Harare, Zimbabwe; and with such legal and other professional representatives as the parties may require; and In terms of the Arbitration Act (Chapter 7:15), as amended from time to time, it being the intention of the parties that the arbitration proceedings shall be held and completed as soon as possible. The arbitrator shall be, if the matter in dispute is principally: A legal matter, a registered legal practitioner of at least fifteen (15) years' standing; An accounting matter, a practicing chartered accountant of at least fifteen (15) years' standing; Any other matter, an independent person who is an expert in the field in which the dispute has arisen, agreed upon between the parties. Should the parties fail to agree whether the dispute is principally a legal, accounting or other matter within seven (7) days after the parties' agreement to refer the dispute to arbitration, the matter shall be deemed to be a legal matter. Should the parties fail to agree on an arbitrator within seven (7) days after the matter was referred to arbitration in terms of clause 12.2 hereof, the arbitrator shall be appointed at the request of either party to the dispute by the Executive Secretary of the Law Society. The decision of the arbitrator shall be final and binding on the parties and may be made an order of the court referred to in clause 12.3 at the instance of either of the parties. The provisions of this clause: Constitute an irrevocable consent by the parties to any proceedings in terms of this clause and neither party shall be entitled to withdraw therefrom or to claim in any such proceedings that it is not bound by such provisions. is severable from the Agreement and shall remain in effect despite the termination of or invalidity for any reason of this or any part of Contract.

MUTUAL CO-OPERATION

The Parties undertake to act in good faith with respect to each other's rights under this Agreement and to adopt all reasonable measures to ensure the realization of the objectives of this Agreement.

APPLICABLE LAW

This Agreement shall be govemed by the laws of Zimbabwe.
SUPPORTING DOCUMENTS - Merchant Lite Specific
The Channel Partner must submit the relevant additional documents enlisted below within 1 (One) year of signing the Agreement. Failure to submit the documents will result in termination of the Agreement without notice: Valid Trading Licence
Valid Tax Clearance certificate
Proof of business physical address or lease agreement
Certified copy of Certificate of Incorporation
Certified copy of CR14
Certified copy of Articles and Memorandum of Association
Coloured passport photo of the Directors
Other as may be required and subject to change from time to time.
DECLARATION AND ACKNOWLEDGEMENT OF TERMS AND CONDmONS