Terms & Conditions
Service Agreement

THESE TERMS AND CONDITIONS ("Agreement") constitute a legally binding agreement between Bitbridge Technik (Pty) Ltd ("Bitbridge") and any person or entity who accesses or uses the Bitbridge Billing payment infrastructure platform.

WHEREAS Bitbridge Technik (Pty) Ltd operates Bitbridge Billing — an express payment infrastructure service harnessing the Republic of South Africa's existing payment ecosystem (PayShap, Real-Time Clearing, NPS) to enable fast, secure, and cost-effective payment collection and disbursement;

AND WHEREAS Bitbridge operates as a collecting and holding intermediary on behalf of Merchants, using correspondent banking to intermediate between Customers/Debtors and Merchants/Creditors in compliance with NPS Act 78/1998, FICA 38/2001, POPIA 4/2013, and SARB regulations;

NOW THEREFORE, in consideration of the mutual covenants herein, the Parties agree to the following terms:

1. Definitions & Interpretation

2. Nature of Services & Correspondent Banking

2.1 Service Description

Bitbridge Technik (Pty) Ltd provides a payment collection and fund-holding intermediary service. Bitbridge does not operate as a bank and does not extend credit. Bitbridge's role is limited to:

• Receiving inbound payments from Customers/Debtors on behalf of Merchants/Creditors;
• Temporarily holding collected funds in segregated accounts at the Correspondent Bank;
• Disbursing the Net Amount to Merchants per their configured disbursement preferences;
• Deducting the applicable Flat Rate Fee of R5.00 per transaction prior to disbursement.

2.2 Regulatory Positioning

Bitbridge operates within the NPS Act framework and collaborates with its licensed Correspondent Bank. Bitbridge undertakes to maintain all SARB registrations, including any Payment System Operator ("PSO") or Third-Party Payment Provider ("TPPP") registration as required.

3. The Bitbridge Billing Value Proposition

3.1 South Africa's Payment Ecosystem

The Republic of South Africa operates one of the most capable payment ecosystems on the African continent. Bitbridge's mission is to give banks the power they already have — enabling faster, simpler, more inclusive settlements using infrastructure that already exists. South Africa's banking system can process a payment within seconds. The question Bitbridge was founded to answer: why are we adding layers of cost, risk, and delay on top of it?

The Bitbridge payment flow is deliberately elegant:

3.2 Risks of Legacy Third-Party Payment Methods

4. Fee Structure & Disbursement Policy

4.1 Flat Rate Fee

Bitbridge charges a flat rate fee of R5.00 (five rand) per transaction, inclusive of all applicable charges including VAT. This fee is not percentage-based and does not vary with transaction value. The fee is charged to the Customer/Debtor. The Merchant/Creditor receives the full Net Amount (gross less R5.00).

4.2 Disbursement

• Auto-Disbursement: Net Amount transferred to Merchant's registered bank account within 1 Business Day if configured.
• Wallet Hold: Net Amounts accumulate in Merchant wallet for manual withdrawal at Merchant's election.

4.3 Fee Comparison — The Real Cost of Alternative Payment Methods

The following illustrates savings versus a conventional third-party processor charging 3.2% + R5.00 per transaction:

5. Payment Processing & Settlement

All payments utilise SARB-regulated, BankservAfrica-operated rails: PayShap (real-time, ~10 seconds), RTC (near-instantaneous interbank clearing), and the NPS framework. Merchants receive real-time confirmation via Server-Sent Events (SSE). All PayShap/RTC payments are final and irrevocable once confirmed.

6. Merchant / Creditor Obligations

Each Merchant represents and warrants that: all goods/services are lawful; the Merchant is SARS-registered where required; KYC/FICA onboarding has been completed; bank details provided are accurate; and disbursement timing is subject to Bitbridge's policy and the Correspondent Bank's schedule.

7. Customer / Debtor Obligations

Each Customer acknowledges: (a) the R5.00 flat fee applies per transaction; (b) payment is made from a lawfully held bank account; (c) PayShap/RTC payments are irrevocable; (d) disputes regarding goods/services are with the Merchant, not Bitbridge.

8. Liability, Indemnity & Dispute Resolution

8.1 Limitation: Bitbridge's aggregate liability shall not exceed the total fees paid in the preceding 3 months. Bitbridge is not liable for: indirect/consequential damages; loss of profits; delays attributable to the Correspondent Bank, SARB, or BankservAfrica; force majeure events.

8.2 Indemnity: The Merchant shall indemnify Bitbridge from claims arising from the Merchant's products/services, breach of these Terms, or fraudulent/negligent acts.

8.3 Dispute Resolution: (a) 20-Business-Day good-faith negotiation; (b) AFSA mediation; (c) binding AFSA arbitration in Johannesburg conducted in English.

9. Intellectual Property

All IP in Bitbridge Billing — software, APIs, algorithms, branding, documentation — is exclusively owned by Bitbridge Technik (Pty) Ltd. No licence is granted beyond the right to access and use the platform per these Terms.

10. Termination

By Merchant: 30 days' written notice. Wallet funds disbursed within 5 Business Days. By Bitbridge: Immediate suspension/termination for fraud, material breach, or regulatory direction from SARB or any competent authority.

11. Governing Law & Jurisdiction

Governed by South African law. Non-exclusive jurisdiction: High Court of South Africa, Gauteng Division, Johannesburg.

12. General Provisions

• Entire Agreement: This Agreement including all Addenda constitutes the entire agreement.
• Severability: Unenforceable provisions do not affect remaining provisions.
• Amendment: Bitbridge may amend Terms on 30 days' notice to Merchants.
• Waiver: Non-enforcement does not constitute waiver.
• Language: English governs in case of any translation conflict.

Addendum A — Fee Schedule

Addendum B — Digital Signing Protocol

This Addendum governs electronic signatures per the Electronic Communications and Transactions Act 25 of 2002 ("ECTA").

B.1 Validity: An electronic signature — typed name, click-to-accept, biometric via banking app, or qualified electronic signature — is legally binding per ECTA Section 13, to the same extent as a handwritten signature.

B.2 Platform Acceptance: By completing onboarding and clicking "I Agree" on the Bitbridge Billing platform, the Merchant is deemed to have read, understood, and accepted all Terms and Addenda, constituting a valid electronic signature.

B.3 Audit Trail: Bitbridge maintains an electronic audit trail of all acceptances, including: (a) date/time; (b) IP address and device fingerprint; (c) Terms version accepted. Admissible as evidence in any dispute.

B.4 Physical Signing: Merchants requiring a wet-ink signed copy may download the PDF version and return it by e-mail or courier. Retained by Bitbridge for not less than 5 years.

Addendum C — AML/KYC & FICA Compliance

Bitbridge's AML/KYC programme complies with: FICA 38/2001; POCA 121/1998; POCDATARA 33/2004; FIC Amendment Act 1/2017; and FIC Guidance Notes.

C.2 Customer Due Diligence: Prior to onboarding: identity verification (RSA ID/passport); business verification (CIPC, tax clearance); beneficial ownership identification (≥25%); source of funds verification.

C.3 Enhanced Due Diligence: Applied for PEPs, high-risk industries, and transactions above FICA thresholds.

C.4 Reporting: Bitbridge reports to the FIC: Cash Threshold Reports (>R24,999.99); Suspicious Transaction Reports; Terrorist Property Reports as required.

C.5 Records: Retained for minimum 5 years from last transaction date.

Addendum D — Data Protection & POPIA

Personal information is processed in compliance with POPIA 4/2013 and GDPR where applicable.

D.2 Data Collected: Identity (name, ID); contact (email, phone, address); financial (bank details, transactions); technical (IP, device); business (registration, tax number).

D.3 Purpose Limitation: Processed only for service delivery, FICA compliance, fraud prevention, regulatory reporting, and platform improvement. Bitbridge does not sell or share data for marketing.

D.4 Your Rights: Access, correction, deletion (subject to retention law), objection, complaint to the Information Regulator of South Africa.

D.5 Security: End-to-end encryption in transit; AES-256 at rest; multi-factor authentication; regular penetration testing; role-based access controls.

D.6 Retention: 5 years post-relationship, then securely deleted or anonymised.