Merchant Service Agreement

This is a contract, not a website notice. It is the agreement under which Apta Innovations Limited enables an organizer to accept payments through Laces, and it is intended to be executed by both parties.

If you are a race organizer looking for a plain-language explanation of how you get paid, read the Organizer Terms first. This document governs where the two differ.

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Parties

THIS MERCHANT SERVICE AGREEMENT (the “Agreement”) is made on the Effective Date stated in the execution block, BETWEEN:

(1) APTA INNOVATIONS LIMITED, a private company limited by shares incorporated in the Republic of Uganda under the Companies Act 2012 with registration number 80045435006790, whose registered office is at Kyanja, Kisaasi Central A, Nakawa Division, Kampala, Central, Uganda, and whose registered postal address is P.O. Box 209717, Kampala GPO, Uganda (“Apta,” “we,” “us”); and

(2) THE MERCHANT, the business entity identified in the execution block (“Merchant,” “you”).

Each a “Party” and together the “Parties.”

Recitals

A. Apta operates Laces (laces.run), a platform through which event organizers publish events and sell entries, tickets and related goods to their customers.

Apta operates other platforms. This Agreement covers Laces only, and each other platform is governed by its own merchant agreement.

B. Apta is not a bank, a payment service provider, or a licensed financial institution. It integrates licensed third-party payment aggregators and processors (“Payment Partners”) and makes their collection and payout capability available to the Merchant through the Platform.

C. The Merchant wishes to accept payment from its customers through the Platform, and Apta is willing to facilitate that on the terms set out below.

IT IS AGREED as follows.

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1. Definitions and interpretation

1.1 Definitions

In this Agreement, unless the context requires otherwise:

Term	Meaning
“Applicable Law”	Every law, regulation, rule, directive, guideline, licence condition and order applicable to a Party, including the Companies Act 2012, the Data Protection and Privacy Act 2019, the Anti-Money Laundering Act 2013, the Anti-Terrorism Act 2002, the Electronic Transactions Act 2011, and the National Payment Systems Act 2020
“Available Balance”	Collected Funds attributable to the Merchant that have been released from Hold, less Deductions and any amount withheld under this Agreement
“Business Day”	A day other than a Saturday, Sunday or public holiday in the Republic of Uganda
“Chargeback”	A reversal, recall, repudiation, cancellation or demand for return of a Transaction, initiated by a Customer, a Payment Partner, an issuer, a scheme or a regulator, whether or not disputed
“Collected Funds”	Amounts collected from Customers in respect of the Merchant’s Transactions and received by or on behalf of Apta from a Payment Partner
“Confidential Information”	Information of any kind disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential, including commercial terms, security information and Customer Data
“Customer”	A person who purchases, registers for, or pays for the Merchant’s Goods and Services through the Platform
“Customer Data”	Personal data relating to a Customer processed through the Platform
“Deductions”	Platform Fees, Payment Partner charges, Withdrawal Charges, Refunds, Chargebacks, Fines, taxes and any other amount this Agreement permits Apta to deduct or set off
“Effective Date”	The date stated in the execution block, or the date the Merchant first accepts this Agreement electronically, whichever is earlier
“Fines”	Any fine, penalty, levy, assessment or charge imposed on Apta by a Payment Partner, scheme, acquirer, regulator or authority that is attributable to the Merchant
“Goods and Services”	The products, services, event entries, tickets or other items the Merchant offers to Customers through the Platform
“Hold”	The period described in clause 7.2 during which Collected Funds are not available for withdrawal
“KYC”	Know-your-customer, customer due diligence and business verification requirements imposed by Applicable Law, a Payment Partner, or Apta
“Merchant Account”	The Merchant’s account on the Platform, including its payment and settlement records
“Payment Partner”	A licensed payment aggregator, processor, acquirer, payment service provider or financial institution engaged by Apta, as listed in Schedule 2 and as updated from time to time
“PCI DSS”	The Payment Card Industry Data Security Standard current from time to time
“Platform”	The Laces platform at laces.run, together with its applications, dashboards and APIs
“Platform Fee”	The fee described in clause 6 and Schedule 1
“Prohibited Business”	An activity listed in Schedule 3
“Refund”	A return of all or part of a Transaction amount to a Customer, initiated by the Merchant or by Apta under this Agreement
“Reserve”	An amount withheld under clause 8
“Settlement Account”	The bank account or mobile money wallet the Merchant nominates and verifies to receive payouts
“Transaction”	A payment by a Customer to the Merchant through the Platform
“Withdrawal Charge”	The transfer charge described in clause 7.5 and Schedule 1

1.2 Interpretation

• Clause headings are for convenience and do not affect interpretation.
• “Including,” “includes” and “in particular” are without limitation.
• A reference to a statute includes it as amended or re-enacted.
• The Schedules form part of this Agreement. Where a Schedule conflicts with the body, the body prevails, except on fees and Payment Partner lists, where the Schedule prevails.
• Where this Agreement conflicts with the Organizer Terms or any other published platform terms, this Agreement prevails as between Apta and the Merchant.

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2. Status of the Parties

2.1 What Apta is

Apta provides technology. It operates the Platform, presents the Merchant’s Goods and Services, calculates amounts payable, instructs Payment Partners to collect and to disburse, maintains the ledger of what the Merchant is owed, and provides the tools by which the Merchant manages orders, refunds and payouts.

2.2 What Apta is not

Apta is not a bank, deposit-taker, or licensed payment service provider, and does not hold a National Payment Systems Act 2020 licence. It does not independently hold Customer funds as a financial service. Collection and disbursement of money are performed by licensed Payment Partners.

Apta is not a party to the contract between the Merchant and its Customer. The Merchant sells to the Customer. Apta does not sell, supply, deliver, organise, host or run anything the Merchant offers, and does not guarantee the Merchant’s performance of it.

2.3 Collection agency

For the limited purpose of collecting Transaction amounts from Customers, the Merchant appoints Apta as its agent to receive Collected Funds on the Merchant’s behalf through the Payment Partners. Payment by a Customer to Apta or a Payment Partner discharges that Customer’s payment obligation to the Merchant to the extent of the amount paid, even if Apta has not yet settled it to the Merchant.

2.4 Non-exclusivity

Nothing in this Agreement is exclusive. Either Party may contract with any other person, and the Merchant may use other payment providers alongside the Platform.

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3. Payment Partners: their terms flow down to you

3.1 Multiple partners

Apta uses more than one Payment Partner, and which one processes a given Transaction depends on the payment method, currency, country and routing in force at the time. The current Payment Partners are listed in Schedule 2.

3.2 You are bound by their terms

By accepting payments through the Platform, the Merchant agrees to the terms, policies, acceptable-use rules and pricing of each Payment Partner through which its Transactions are processed, as those terms stand from time to time. Those terms are incorporated into this Agreement by reference. Links are in Schedule 2, and the Merchant is responsible for reading them.

3.3 Their charges are your cost

Payment Partner charges apply in addition to the Platform Fee and are passed through as set out in clause 6 and Schedule 1. Where a Payment Partner changes its pricing, that change takes effect between Apta and the Merchant when it takes effect between the Payment Partner and Apta, and Apta will update Schedule 1 as promptly as it reasonably can.

3.4 Their decisions bind you

A Payment Partner may, under its own terms and without reference to Apta: decline a Transaction; delay, withhold or reverse a settlement; require additional KYC; impose a reserve; suspend or terminate the Merchant’s access; or require Apta to do any of these. Apta will act on such an instruction, and is not liable to the Merchant for doing so. Apta will tell the Merchant what has happened and, where permitted, why.

3.5 Changing partners

Apta may add, replace or remove a Payment Partner at any time. Where the change materially affects the Merchant’s fees, settlement timing or available payment methods, Apta will give not less than 14 days’ notice, except where a Payment Partner’s own action makes shorter notice unavoidable.

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4. Onboarding, KYC and ongoing due diligence

4.1 Application and approval

Payment acceptance is not enabled by default. The Merchant must apply, provide the information Apta and its Payment Partners require, and be approved. Apta may approve or decline an application at its discretion, and is not obliged to give reasons where disclosure would prejudice a fraud or compliance investigation or breach Applicable Law.

4.2 Information the Merchant must provide

The Merchant shall provide, and keep current, at least:

• Registered legal name, trading name, registration number and registered address;
• Certificate of incorporation or registration, and constitutional documents where requested;
• Tax Identification Number;
• Identification and verification documents for directors, beneficial owners holding 10% or more, and authorised signatories;
• Evidence of ownership and control of the Settlement Account;
• A description of the Goods and Services, and the Merchant’s website or page;
• Its refund, cancellation and delivery policies; and
• Any further information a Payment Partner or Applicable Law requires.

4.3 Verification and payout

Apta may require any verification it or a Payment Partner considers necessary as a condition of enabling payment acceptance, of releasing funds, or of processing a withdrawal, and may withhold settlement until that verification is complete.

Where verification is required after the Merchant has begun transacting, Collected Funds accrue to the Merchant Account and become withdrawable when the verification clears. Apta reserves the right to decline settlement to a Settlement Account it has not verified, and to an account in a name different from the Merchant’s without a documented and accepted explanation.

This clause is a reservation of right, not a representation that any particular check has been performed. Approval of a payment-access application is not a warranty by Apta as to the Merchant’s identity, standing or creditworthiness, and the Merchant may not represent otherwise to any third party.

4.4 Ongoing obligations

The Merchant shall:

• Notify Apta within 5 Business Days of any change to its legal name, ownership, control, beneficial ownership, registered address, directors, Settlement Account, business model, or the nature of its Goods and Services;
• Notify Apta immediately if it becomes subject to an insolvency event, a regulatory investigation, a criminal charge relating to dishonesty or finance, or a sanctions designation;
• Re-verify on request, including periodic refresh; and
• Respond to a request for information within 2 Business Days, or within 1 Business Day where the request concerns suspected fraud, a Chargeback, or a regulator or Payment Partner deadline.

4.5 Failure to verify

If the Merchant fails or refuses to complete verification, or provides information that is false or misleading, Apta may suspend payment acceptance, withhold settlement, and terminate under clause 15. Collected Funds held for an unverifiable Merchant will be refunded to the Customers who paid them, rather than settled.

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5. The Merchant’s obligations

5.1 Lawful business

The Merchant shall sell only Goods and Services it is lawfully entitled to sell, in jurisdictions where it is lawful to sell them, and shall hold every licence, permit, registration and authorisation its business requires.

5.2 Prohibited Businesses

The Merchant shall not use the Platform for any Prohibited Business (Schedule 3). The Merchant shall notify Apta before offering any Goods and Services materially different from those disclosed at onboarding. Apta may treat undisclosed diversification into a restricted category as a material breach.

5.3 Accurate disclosure to Customers

Before a Customer pays, the Merchant shall clearly display:

• What is being sold, and what is included;
• The total price, currency, and any fee added at checkout;
• Its refund, cancellation and, where relevant, delivery policy;
• Its trading name, and contact details for customer service; and
• Any conditions of participation, entry, or use.

The Merchant shall respond to a Customer service enquiry within 1 Business Day where the enquiry concerns a payment, an entry or a refund.

5.4 Fulfilment

The Merchant shall supply the Goods and Services it has sold, on the terms it sold them. A failure to fulfil is a matter between the Merchant and the Customer, and the Merchant bears the resulting Refund and Chargeback exposure under clauses 9 and 10.

5.5 Prohibited conduct

The Merchant shall not:

• Submit a Transaction that is fraudulent, fictitious, or that it knows or suspects is unauthorised;
• Submit a Transaction on behalf of another person, or process another business’s sales through its Merchant Account (transaction laundering / factoring);
• Split a single purchase into multiple Transactions to evade a limit, or aggregate separate purchases to disguise one;
• Accept payment for anything other than its own bona fide Goods and Services;
• Use the Platform to obtain cash, extend credit, or transfer value unrelated to a sale;
• Add a surcharge, fee or markup that is not disclosed to the Customer before payment, or that Applicable Law or a Payment Partner prohibits;
• Misrepresent its identity, location, or the nature of its business;
• Circumvent, disable, probe or interfere with the Platform’s security, rate limiting, fraud controls or payment controls; or
• Use the Platform in a way that causes Apta or a Payment Partner to breach Applicable Law or scheme rules.

5.6 Cooperation

The Merchant shall cooperate fully and promptly with any investigation by Apta, a Payment Partner, an acquirer, a scheme, a regulator or a law-enforcement agency, including by providing Transaction records, fulfilment evidence, delivery confirmation and Customer correspondence.

5.7 Taxes

The Merchant is solely responsible for determining, collecting, reporting and remitting every tax arising from its sales, including VAT, income tax and withholding tax. Apta does not provide tax advice, and does not act as the Merchant’s tax agent. Amounts stated in Schedule 1 are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

5.8 Merchant of record

The Merchant is the merchant of record for its Transactions unless Apta has agreed otherwise in writing for a specific product or jurisdiction. The Merchant’s trading name is what a Customer is told they are buying from, the Merchant issues or authorises the receipt for the sale, and the Merchant carries the underlying tax and consumer-law obligations of the seller. Where Apta’s platform generates a receipt, invoice or confirmation, it does so as the Merchant’s agent and on the Merchant’s behalf, from data the Merchant supplies.

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6. Fees

6.1 Platform Fee

Apta charges the Platform Fee set out in Schedule 1. On the Laces platform the Platform Fee is charged to the Customer at checkout in addition to the Merchant’s price, and is disclosed to the Customer before payment. The Merchant is credited the price it set.

6.2 Payment Partner charges

Payment Partner collection and transfer charges apply as set out in Schedule 1 and clause 3.3. Where a charge is not recovered through the Platform Fee, it is a Deduction.

6.3 Changes

Apta may change the Platform Fee on not less than 30 days’ notice by email to the Merchant Account address and by updating Schedule 1. A change does not apply retrospectively to a Transaction already completed, nor to an event already on sale where the Merchant has published a price in reliance on the existing fee. The Merchant’s remedy if it does not accept a change is to terminate under clause 15.2 before the change takes effect.

A change imposed by a Payment Partner or by Applicable Law takes effect as provided in clause 3.3, and clause 6.3’s notice period does not apply to it.

6.4 Deduction and set-off

Apta may deduct any Deduction from Collected Funds, from the Available Balance, from any Reserve, or from any amount otherwise payable to the Merchant, without prior notice, and may set off any amount the Merchant owes Apta against any amount Apta owes the Merchant, including across multiple events, campaigns, storefronts, or Merchant Accounts controlled by the same person. Apta will notify the Merchant of any set-off exercised.

6.5 Amounts owing

Where Deductions exceed available amounts, the shortfall is a debt immediately due and payable by the Merchant to Apta. Apta may invoice it, payable within 14 days, after which interest accrues at 2% per month on the outstanding balance, and Apta may recover reasonable costs of collection.

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7. Collection, settlement and payout

7.1 Collection

Collected Funds are received by or on behalf of Apta through a Payment Partner and credited to the Merchant’s ledger, net of Deductions. Apta does not guarantee that a Transaction will be collected, cleared or settled by a Payment Partner.

7.2 The Hold

Collected Funds are released to the Available Balance when the relevant Payment Partner has confirmed settlement of the underlying Transaction to Apta, and any Hold period stated in Schedule 1 for that Payment Partner has elapsed.

Payment Partner confirmation is determinative, and is the only condition that always applies. The passage of time alone does not release funds. Where a Transaction is refunded, reversed, charged back or not settled by the Payment Partner, the associated amount is not released.

Where the Payment Partner credits Apta at the moment of collection, the Hold period for that Transaction is nil and confirmation alone releases the funds, which is the position under the current principal Payment Partner. Where Apta establishes settlement by querying the Payment Partner rather than by receiving that partner’s own settlement notification, the amount is held until the notification independently corroborates it or a short automatic backstop elapses.

7.3 Extended holds

Apta may extend a Hold, or withhold release, where it reasonably suspects fraud, a Prohibited Business, a breach of this Agreement, an unusual pattern of Transactions, a materially elevated Chargeback rate, the Merchant’s inability or unwillingness to fulfil, or where a Payment Partner, regulator or law-enforcement agency requires it. Apta will notify the Merchant of the reason and of what would resolve it, unless notification would be unlawful or would prejudice an investigation.

7.4 Withdrawal

The Merchant may request withdrawal of its Available Balance to its verified Settlement Account, subject to the minimum in Schedule 1. Withdrawals require the step-up verification described in clause 12.4.

7.5 Withdrawal Charges

Withdrawal Charges are set out in Schedule 1, are set by the Payment Partner, and are deducted from the amount transferred.

7.6 Incorrect Settlement Account details

The Merchant is solely responsible for the accuracy of its Settlement Account details. Apta is not liable for a payout misdirected, delayed or lost because of details the Merchant provided, and recovery of such a payout is not guaranteed. Where recovery is attempted, its costs are the Merchant’s.

7.7 Availability windows

Payout availability depends on the Payment Partner and the destination rail. Bank transfers may be unavailable on non-Business Days. Apta does not warrant any payout timing that is within a Payment Partner’s control.

7.8 Unclaimed balances

Where an Available Balance remains unclaimed and the Merchant is uncontactable for 12 months, Apta may deduct reasonable account-maintenance costs and deal with the residue as Applicable Law on unclaimed property requires.

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8. Reserve

8.1 Right to impose

Apta may require a Reserve, being a percentage of the Merchant’s gross Collected Funds, withheld beyond the ordinary Hold, to secure Refunds, Chargebacks, Fines and other amounts the Merchant may owe.

8.2 Ceiling and release

Unless a Payment Partner requires otherwise, a Reserve shall not exceed 10% of gross Collected Funds and shall be held for no longer than 180 days from the date of the Transaction to which it relates, after which the balance is released, less any amount properly applied.

8.3 Current default

The current default Reserve is nil. Apta relies on the settlement-confirmation requirement in clause 7.2 as its primary protection and does not apply a Reserve to an ordinary Merchant.

The Merchant should note the consequence of immediate settlement. Where the Hold period is nil, Collected Funds may be withdrawn well before an Event takes place, and Apta will not be holding funds against a later cancellation. The Merchant’s liability for Refunds under clause 9 is unaffected by having already withdrawn the money, and Apta may exercise its rights under clause 8.1 to impose a Reserve where an Event’s risk profile warrants it.

8.4 When a Reserve may be applied

Apta may apply a Reserve, or increase one within the clause 8.2 ceiling, where: the Merchant is newly onboarded or has no trading history on the Platform; the Merchant sells materially in advance of delivery or of an event date; Transaction volumes are materially above the Merchant’s disclosed expectation; the Merchant’s Chargeback or Refund rate is elevated; there is suspected fraud or a breach of this Agreement; the Merchant’s sector carries elevated delivery risk; or a Payment Partner, acquirer or regulator requires it.

8.5 Notice

Except where a Payment Partner requires immediate imposition or where notice would prejudice an investigation, Apta will notify the Merchant of a Reserve, its percentage and its release date before it is applied, and will not impose a Reserve on an event or campaign already on sale.

8.6 A Reserve is not a fee

A Reserve is the Merchant’s money, withheld as security for a stated period, and released to the Merchant to the extent not properly applied.

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9. Refunds

9.1 Merchant-initiated

The Merchant may initiate Refunds through the Platform. A Refund is returned to the payment instrument or account that made the original payment, and cannot be redirected to a different account. A Refund submitted to a Payment Partner cannot be recalled.

9.2 Funding

Refunds are funded first from Collected Funds under Hold, then from the Available Balance, then from any Reserve, and thereafter are a debt of the Merchant under clause 6.5.

9.3 Fees on Refund

Fees are not reversed on a Refund, except where the Refund arises from Apta’s own error (including a duplicate charge, or a payment collected without the corresponding entry or order being created), in which case the full amount including the Platform Fee is returned and the cost is borne by Apta. The processing cost of the original Transaction is incurred when the payment is processed and is not recoverable by reversing it.

9.4 Apta-initiated

Apta may issue a Refund to a Customer without the Merchant’s consent where: the Customer was charged more than once for the same order; a payment was collected without the corresponding order or entry being created; the Merchant’s listing was fraudulent; Applicable Law, a Payment Partner, a scheme or a regulator requires it; or the Merchant has failed to issue a Refund that is plainly due under its own published policy and has not responded within 5 Business Days.

Any amount so refunded that was already settled to the Merchant is recoverable under clauses 6.4 and 6.5.

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10. Chargebacks

10.1 Liability

A Chargeback is an immediate liability of the Merchant to Apta. The Merchant is liable for the full Chargeback amount together with any associated fee, Fine or cost, whether or not the Merchant disputes it and whether or not this Agreement has terminated.

10.2 Recovery

Apta may recover a Chargeback by deducting it from Collected Funds, the Available Balance or a Reserve, by set-off under clause 6.4, or by invoicing under clause 6.5. Apta may withhold an amount equal to a threatened or anticipated Chargeback pending resolution.

10.3 Representment

The Merchant shall provide evidence to defend a Chargeback (proof of delivery, fulfilment, entry issuance, Customer correspondence and its published policies) within 1 Business Day of request, or within any shorter period a scheme or Payment Partner imposes. Apta does not warrant that a defended Chargeback will succeed; the outcome rests with the Payment Partner, the issuer or the scheme.

10.4 Excessive Chargebacks

If the Merchant’s Chargeback rate exceeds 1% of its Transactions by count or by value in any calendar month, or any lower threshold a Payment Partner or scheme sets, Apta may impose or increase a Reserve, extend Holds, require a remediation plan, suspend payment acceptance, or terminate under clause 15.3.

10.5 Fraudulent Transaction rate

Where Transactions identified as fraudulent exceed 0.5% of the Merchant’s Transactions by value in any calendar month, Apta may suspend immediately and terminate under clause 15.3.

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11. Data protection

11.1 Roles

In respect of Customer Data collected through the Merchant’s storefront, event or campaign, the Merchant is the data controller and Apta is a data processor acting on the Merchant’s documented instructions. In respect of the Merchant’s own account data, Transaction and ledger records, platform logs, and security and fraud data, Apta is the controller.

11.2 Merchant obligations

The Merchant shall:

• Comply with the Data Protection and Privacy Act 2019 and the Data Protection and Privacy Regulations 2021, and register with the Personal Data Protection Office where required;
• Have a lawful basis for the Customer Data it collects, and give Customers the notice Applicable Law requires;
• Use Customer Data only to fulfil the Transaction and operate the event, campaign or storefront for which it was collected;
• Not sell Customer Data, and not disclose it to a sponsor, partner or other merchant without the Customer’s specific consent;
• Not market unrelated goods or services to Customers without separate consent;
• Respond to Customer data-subject requests, Apta providing export and deletion tooling for that purpose; and
• Delete or return Customer Data when its lawful basis ends.

11.3 Apta obligations as processor

Apta shall process Customer Data only on the Merchant’s instructions and as Applicable Law requires; apply appropriate technical and organisational measures; impose equivalent obligations on its sub-processors; assist the Merchant with data-subject requests and security-incident obligations so far as reasonable; and make available information reasonably necessary to demonstrate compliance with this clause.

11.4 Sub-processors and transfers

The Merchant authorises Apta’s sub-processors as published in the Privacy Policy, which also states where data is stored and processed, including transfers outside Uganda and the safeguards relied on.

11.5 Breach notification

Each Party shall notify the other without undue delay, and in any event within 48 hours, of becoming aware of a personal data breach affecting the other’s data, and shall provide the information the other reasonably needs to meet its own notification obligations.

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12. Security

12.1 Card data

The Platform accepts mobile money only and processes no card data at all (Schedule 1, paragraph 6). No payment card number, expiry date, CVV, PIN or other sensitive authentication data is collected, transmitted or stored by the Platform.

If card acceptance is introduced, card data will be transmitted over TLS, encrypted to the Payment Partner’s specification with a fresh nonce per charge, and held only transiently in memory for the duration of the charge request (never written to a database, cached or logged) with only the Payment Partner’s receipting fields retained (last four digits, first six digits, network and charge references). Apta will update this clause before that happens.

12.2 PCI DSS

Each Party shall be and remain compliant with PCI DSS to the extent applicable to it, and shall provide the other with evidence of its compliance status on reasonable request.

Apta’s current posture, stated accurately. Because the Platform accepts mobile money only and handles no cardholder data (clause 12.1), its PCI DSS scope is minimal. Apta operates PCI-aligned controls across its systems (encryption in transit, secret management, log redaction, network and access controls) and is completing a PCI DSS v4.0 self-assessment covering its card-accepting systems generally. Apta does not presently hold a completed Attestation of Compliance, and nothing in this Agreement warrants that it does.

Merchant obligations. The Merchant shall not request, collect, store or transmit card data through or alongside the Platform, and shall not ask a Customer to disclose a card number, CVV, mobile money PIN or one-time code by email, message, social media or telephone. Apta will never ask a Customer or the Merchant for a PIN or a one-time code, and any such request should be reported to Apta immediately.

12.3 Account security

The Merchant shall keep its credentials confidential, restrict Merchant Account access to authorised personnel, apply least privilege when granting staff or volunteer roles, revoke access promptly when a person leaves, and notify Apta immediately on becoming aware of unauthorised access. The Merchant is responsible for all activity under its Merchant Account until it notifies Apta of a compromise.

12.4 Step-up verification on payout

Withdrawal requires a one-time verification code sent to the requesting user and bound to the specific amount and destination requested. The Merchant shall not share a code, and shall treat a code request it did not initiate as a suspected compromise and report it immediately.

12.5 Security incidents

The Merchant shall notify Apta immediately of any suspected compromise of its systems, credentials or Customer Data, and shall cooperate with any resulting investigation, including a forensic investigation a Payment Partner or scheme requires. Where such an investigation establishes that the compromise originated with the Merchant, its cost is the Merchant’s.

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13. Anti-money laundering, sanctions and anti-bribery

13.1 AML/CTF

Each Party shall comply with the Anti-Money Laundering Act 2013, the Anti-Terrorism Act 2002 and all related regulations and guidance. The Merchant shall not use the Platform to launder proceeds of crime, to finance terrorism, to evade tax or sanctions, or to disguise the source, ownership or destination of funds.

13.2 Sanctions

The Merchant warrants that neither it, nor any director, officer or beneficial owner holding 10% or more, is subject to or owned or controlled by a person subject to sanctions administered by the United Nations, the United States (OFAC), the United Kingdom, or the European Union, and that it will not use the Platform for the benefit of such a person or of a comprehensively sanctioned jurisdiction.

13.3 Anti-bribery

Each Party shall comply with the Anti-Corruption Act 2009, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act to the extent applicable, and shall not offer or accept any bribe, kickback or improper inducement in connection with this Agreement.

13.4 Reporting and no tip-off

Apta may file a suspicious transaction report or comparable disclosure with the Financial Intelligence Authority or another competent authority, and may be prohibited by law from telling the Merchant that it has done so. Apta may freeze funds, suspend the Merchant Account, or decline to act where it reasonably believes doing otherwise would breach Applicable Law, and is not liable to the Merchant for doing so.

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14. Representations, warranties and indemnity

14.1 Mutual warranties

Each Party warrants that it is duly incorporated and validly existing; that it has full power and authority to enter into and perform this Agreement; that the person executing it is authorised to bind it; and that doing so does not breach any other agreement or obligation binding on it.

14.2 Merchant warranties

The Merchant warrants, on the Effective Date and on each day this Agreement is in force, that:

• All information it has given Apta and its Payment Partners is true, accurate, complete and not misleading;
• It is engaged in a lawful business and holds every licence, permit and authorisation that business requires;
• It is not engaged in and will not engage in a Prohibited Business;
• Every Transaction it submits arises from a bona fide sale of its own Goods and Services to the Customer named;
• It has the right to sell what it offers, and its offering does not infringe any third party’s intellectual property or other rights;
• Neither it nor its directors or beneficial owners has been convicted of an offence involving dishonesty, fraud or finance, is subject to an unsatisfied fraud judgment, or has had a merchant, payment or acquiring facility terminated by a provider, scheme or regulator for cause, save as disclosed to Apta in writing before the Effective Date;
• It complies with clauses 11, 12 and 13; and
• It is not insolvent and no insolvency event has occurred or is threatened.

14.3 Apta warranties and disclaimer

Apta warrants that it will provide the Platform with reasonable skill and care.

Otherwise, and to the fullest extent permitted by law, the Platform is provided “as is” and “as available.” Apta does not warrant that the Platform will be uninterrupted, error-free or secure against every threat; does not warrant the acts, omissions, availability, pricing or decisions of any Payment Partner; and excludes all implied warranties including merchantability, fitness for a particular purpose and non-infringement.

14.4 Merchant indemnity

The Merchant shall indemnify, defend and hold harmless Apta, its affiliates, directors, officers, employees and agents against all claims, demands, proceedings, losses, damages, liabilities, Fines, Chargebacks, Refunds and reasonable costs (including legal costs) arising out of or in connection with:

• The Merchant’s breach of this Agreement or of Applicable Law;
• The Merchant’s Goods and Services, including any failure to supply them, any defect, and any injury, loss or damage arising at or from an event the Merchant runs;
• Any claim by a Customer against Apta relating to a Transaction, a Refund, or the Merchant’s conduct;
• Any Chargeback, Fine or penalty attributable to the Merchant;
• The Merchant’s negligence, fraud or wilful misconduct;
• The Merchant’s handling of Customer Data, or any breach of clause 11 or 12; and
• Any misrepresentation in the information the Merchant supplied.

14.5 Apta indemnity

Apta shall indemnify the Merchant against claims that the Platform, used in accordance with this Agreement, infringes a third party’s intellectual property rights in Uganda, and against loss directly caused by Apta’s fraud or wilful misconduct.

14.6 Conduct of claims

The indemnified Party shall notify the indemnifying Party promptly, allow it to control the defence and settlement, and provide reasonable assistance at the indemnifying Party’s cost. The indemnifying Party shall not settle in a way that imposes a non-indemnified obligation or admission on the indemnified Party without consent, not to be unreasonably withheld.

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15. Suspension and termination

15.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this clause.

15.2 Termination for convenience

Either Party may terminate on 30 days’ written notice. The Merchant shall first fulfil or refund every Transaction already accepted.

15.3 Termination by Apta with immediate effect

Apta may suspend payment acceptance, withhold settlement, or terminate immediately and without prior notice where:

• The Merchant is in material breach and the breach is not capable of remedy, or is not remedied within 10 Business Days of notice;
• Apta reasonably suspects fraud, transaction laundering, or a Prohibited Business;
• The Merchant’s Chargeback or fraud rate exceeds a threshold in clause 10.4 or 10.5;
• The Merchant’s information is materially false or misleading, or verification cannot be completed;
• A Payment Partner, acquirer, scheme, regulator or law-enforcement agency requires it;
• Continuing would, in Apta’s reasonable view, breach Applicable Law or expose Apta to sanctions, Fines or material reputational harm;
• The Merchant becomes insolvent, enters administration, receivership or liquidation, ceases to trade, or an analogous event occurs; or
• The Merchant is unable or evidently unwilling to supply the Goods and Services it has sold.

15.4 Consequences

On termination:

• Payment acceptance ceases and the Merchant shall remove Platform payment functionality from its channels;
• The Merchant remains liable to fulfil or refund every Transaction already accepted;
• All amounts owing to Apta become immediately due;
• Apta may withhold the Available Balance and any Reserve for up to 180 days from the last Transaction, to secure Refunds, Chargebacks, Fines and other liabilities, releasing the balance thereafter less amounts properly applied;
• Where the Merchant cannot or will not refund Customers for undelivered Goods and Services, Apta may apply funds it holds to refund those Customers directly; and
• Accrued rights, and clauses 6.4, 6.5, 9, 10, 11, 12, 13, 14, 15.4, 16, 17, 18 and 20, survive.

15.5 Effect on Customers

Termination does not extinguish a Customer’s rights against the Merchant.

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16. Limitation of liability

16.1 Uncapped matters

Nothing in this Agreement limits or excludes either Party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for the Merchant’s indemnity under clause 14.4, for amounts the Merchant owes Apta under this Agreement, or for anything else that cannot lawfully be limited.

16.2 Excluded loss

Subject to clause 16.1, neither Party is liable for indirect, incidental, special, consequential, punitive or exemplary loss, or for loss of profit, revenue, business, anticipated savings, goodwill, reputation, data or opportunity, however arising and even if advised of the possibility.

16.3 Cap

Subject to clause 16.1, Apta’s total aggregate liability arising out of or in connection with this Agreement in any 12-month period shall not exceed the total Platform Fees actually received and retained by Apta from the Merchant’s Transactions in the 6 months immediately preceding the event giving rise to the claim.

16.4 No liability for third parties

Apta is not liable for the acts, omissions, delays, decisions, insolvency, pricing or security of any Payment Partner, telecommunications provider, bank, mobile money operator, scheme or other third party outside its reasonable control, nor for any loss caused by the Merchant’s own systems, credentials or personnel.

16.5 Time limit

No claim may be brought more than 2 years after the date on which the cause of action accrued.

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17. Confidentiality

Each Party shall keep the other’s Confidential Information confidential, use it only to perform this Agreement, and disclose it only to personnel, professional advisers and sub-processors who need it and are bound by equivalent obligations.

This does not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed, or must be disclosed by Applicable Law, a court, a regulator, a Payment Partner or a scheme; the disclosing Party giving notice where lawful to do so.

These obligations survive termination for 3 years, and indefinitely for Customer Data and security information.

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18. Records and audit

The Merchant shall keep complete records of its Transactions, fulfilment, Refunds and Customer correspondence for 7 years.

On reasonable written notice, and no more than once a year unless a breach, Fine, elevated Chargeback rate or regulatory or Payment Partner requirement makes more frequent inspection necessary, the Merchant shall give Apta and its auditors, Payment Partners and regulators access to those records so far as they relate to Transactions processed under this Agreement. Each Party bears its own costs, unless the audit reveals a material breach by the Merchant, in which case the Merchant bears Apta’s reasonable costs.

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19. Intellectual property

Apta retains all intellectual property rights in the Platform. The Merchant receives a non-exclusive, non-transferable, revocable licence to use the Platform during the term for the purpose of selling its Goods and Services, and shall not copy, modify, reverse-engineer or create derivative works of it.

The Merchant retains ownership of its own content and marks, and grants Apta a non-exclusive, royalty-free licence to host, reproduce and display them for the purpose of operating the Platform and presenting the Merchant’s Goods and Services on it. The Merchant warrants it holds the rights to what it uploads, including rights in photographs of identifiable people.

Neither Party shall use the other’s name or marks in publicity without prior written consent, save that Apta may identify the Merchant as a customer in a factual list of platform users.

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20. General

20.1 Notices. Notices to Apta go to legal@laces.run, copied to the registered postal address. Notices to the Merchant go to the email on the Merchant Account and are deemed given on the next Business Day after sending. Operational notices may be given in the Platform dashboard.

20.2 Amendment. Apta may amend this Agreement on 30 days’ notice, except where a shorter period is required by Applicable Law, a Payment Partner, a scheme or a regulator, in which case Apta will give as much notice as it reasonably can. The Merchant’s remedy if it does not accept an amendment is to terminate under clause 15.2 before it takes effect; continued use after that date is acceptance. A negotiated, executed variation prevails over a posted amendment.

20.3 Assignment. The Merchant shall not assign, novate or subcontract this Agreement without Apta’s prior written consent, including on a merger or change of control. Apta may assign or novate to an affiliate or to a successor of its business, and may subcontract performance while remaining responsible for it.

20.4 Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, franchise or employment relationship, save for the limited collection agency in clause 2.3.

20.5 Force majeure. Neither Party is liable for a failure or delay caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, civil disorder, strike, fire, flood, failure of telecommunications, power or internet, denial-of-service attack, or act of government or regulator. The affected Party shall notify the other promptly and use reasonable efforts to resume. A payment obligation is never excused by force majeure. If the event continues for more than 60 days, either Party may terminate on written notice.

20.6 Severability. If a provision is held invalid or unenforceable, it is severed or read down to the minimum extent necessary and the rest continues in force.

20.7 Waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not preclude further exercise.

20.8 Entire agreement. This Agreement, with its Schedules and the documents it incorporates by reference, is the entire agreement between the Parties on its subject matter and supersedes all prior understandings, whether written or oral. Neither Party has relied on any statement not set out in it. This does not exclude liability for fraudulent misrepresentation.

20.9 Third-party rights. A person who is not a Party has no right to enforce this Agreement.

20.10 Execution: handwritten, electronic, or in-platform. This Agreement may be executed in any of the following ways, each of equal legal effect:

(a) Handwritten signature. Both Parties sign the execution block, in counterparts if necessary, each counterpart being an original and together constituting one agreement. A signed page transmitted by scan or PDF is as effective as an original.

(b) Electronic signature. Either Party may sign using an electronic signature platform or by applying a digital signature to the document.

(c) In-platform acceptance. Where the Merchant is presented with this Agreement in the Platform and affirmatively accepts it (by activating payment acceptance, submitting a payment-access application, or clicking a control labelled to indicate agreement) that acceptance constitutes the Merchant’s signature and binds the Merchant to this Agreement in full, and the Apta signature in the execution block applies.

Record of acceptance. Where the Merchant accepts in-platform, Apta records the version of the Agreement accepted, the identity of the accepting user, the date and time, and the originating IP address. That record is admissible as evidence of execution, and Apta will supply a copy to the Merchant on request.

The Parties agree, under the Electronic Transactions Act 2011, that an electronic signature or a recorded in-platform acceptance satisfies any requirement for a signature and has the same legal effect as a handwritten signature. Neither Party shall dispute the validity, admissibility or enforceability of this Agreement solely because it was executed electronically.

20.11 Governing law. This Agreement and any dispute arising from it, including non-contractual disputes, are governed by the laws of the Republic of Uganda.

20.12 Dispute resolution. The Parties shall first attempt to resolve any dispute in good faith for 30 days from written notice of it. Failing resolution, the dispute shall be referred to and finally resolved by arbitration in Kampala before a single arbitrator under the Arbitration and Conciliation Act (Cap 4), in English. If the Parties do not agree on the arbitrator within 14 days, the Centre for Arbitration and Dispute Resolution (CADER) shall appoint. The award is final and binding, and may be entered as a judgment in any court of competent jurisdiction. Costs are borne as the arbitrator directs.

Nothing in this clause prevents either Party from seeking urgent injunctive or interim relief from a court, or Apta from suing for a debt due under clauses 6.5, 9 or 10.

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Schedule 1: Commercial terms

Applicable from the Effective Date. Amounts are in Ugandan Shillings (UGX) and exclude VAT and other applicable taxes unless stated otherwise.

1. Platform Fee

The Platform Fee is charged to the Customer at checkout, in addition to the Merchant’s price, and is disclosed before the Customer pays. The Merchant is credited the price it set.

Fee	Charged to
UGX 500 + 2.9% of the order total (effective 2026-09-10)	The Customer

The Platform Fee is inclusive of the Payment Partner’s collection cost, which Apta bears out of its own margin. No separate processing charge is added, and the Merchant is never debited a processing fee.

• No setup fee. No subscription fee. No monthly platform fee. No listing fee. No per-transaction charge other than as stated above.
• Free events and zero-value orders bear no Platform Fee, and involve no Payment Partner.
• Apta charges no chargeback fee of its own, without prejudice to the Merchant’s liability for a Chargeback and any Payment Partner or scheme fee under clause 10.
• The fee is shown to the Customer as a single line before payment, labelled the “Laces Service Fee.” It is not described as a registration fee: it is not the Merchant’s fee and must not be mistaken for one.
• Fee rates are held in platform configuration and may be varied under clause 6.3 (Apta’s margin) or clause 3.3 (Payment Partner charges).

2. Hold period

The Hold period depends on the Payment Partner that processed the Transaction.

Payment Partner	Minimum Hold	Practical range to Available Balance
Eversend (current principal partner)	Nil	Immediate on confirmation
Eversend, where settlement was established by query rather than notification	Until corroborated	Short automatic backstop
Flutterwave (historical and fallback)	24 hours from collection	24 to approximately 40 hours, releases running three times daily

Release always additionally requires Payment Partner confirmation of settlement under clause 7.2, and that condition is determinative. Funds are never released on the passage of time alone, and a nil Hold period does not weaken that requirement: it means confirmation is the only gate, not that there is no gate.

Any reference elsewhere to settlement on the “next business day” is a description of a historical case and not a warranty of timing, which rests with the Payment Partner.

3. Reserve

Item	Value
Default Reserve	Nil
Maximum Reserve	10% of gross Collected Funds
Maximum period	180 days from the related Transaction

4. Withdrawal

Item	Value
Minimum withdrawal	UGX 1,000
Mobile money, any amount	UGX 1,000 per transfer
Bank transfer	UGX 5,400 per transfer
First withdrawal, per Merchant (lifetime)	Free

These are the current Payment Partner’s published Uganda rates, quoted exclusive of VAT and subject to change by that partner. The Withdrawal Charge applicable to a given withdrawal is quoted to the Merchant before the Merchant confirms it, and that quote governs.

The first-withdrawal waiver is once per organisation for its lifetime, not per event and not annual, and applies to whichever destination is used first.

Where the Withdrawal Charge is taken from. If the Available Balance is at least the requested amount plus the charge, the Merchant receives the full amount requested and the charge is debited in addition. Otherwise the charge is deducted from the amount transferred and the Merchant receives the requested amount less the charge.

Withdrawal Charges are set by the Payment Partner and are subject to change in line with that partner’s published pricing (clause 3.3). Bank transfers are not processed on non-Business Days; mobile money transfers are processed every day.

4A. Withdrawal controls

Apta applies velocity and value limits to withdrawals, as an anti-money-laundering and fraud control under clauses 7.3 and 13.1. The limits in force are:

Control	Value
Maximum single withdrawal	UGX 5,000,000
Maximum per Merchant per day	UGX 10,000,000
Maximum withdrawals per day	10
Manual review threshold	UGX 1,000,000 or above

A withdrawal at or above the review threshold is held pending manual review before it is submitted to the Payment Partner. The daily window is the calendar day in East Africa Time (UTC+3).

Apta may vary these limits, apply them per Merchant, or apply additional controls, where the Merchant’s volumes, risk profile, verification status or a Payment Partner’s requirements warrant it. A limit is a control, not an entitlement: the Merchant has no right to withdraw any particular amount within them, and Apta may hold or refuse a withdrawal under clause 7.3 regardless of whether a limit was reached.

A withdrawal that would breach a limit is refused with the reason given, not silently truncated or queued, so the Merchant can plan around it.

4B. Refunds by platform

The Merchant may issue full or partial Refunds from the Admin App, subject to clause 9. A Refund returns to the account that paid, cannot be redirected, and cannot be recalled once submitted.

5. Thresholds

Item	Threshold
Excessive Chargeback rate	1% by count or value in a calendar month
Excessive fraud rate	0.5% by value in a calendar month
Post-termination withholding	Up to 180 days

6. Currency, methods and territory

In force at the Effective Date:

Item	Value
Payment methods	Mobile money only (MTN MoMo, Airtel Money), no card
Settlement currency	UGX only
Territory	Uganda

Planned expansion. Apta intends to support additional currencies and territories, including KES, TZS and RWF for regional operations and USD, EUR and GBP for international entries, together with card acceptance, as Payment Partner coverage and the applicable regulatory approvals allow.

How an addition takes effect. A currency, payment method or territory becomes available under this Agreement only once its fee schedule, withdrawal charges and settlement terms are published in this Schedule. Until then it is an intention, not a commitment:

• Nothing in this paragraph is a warranty that any currency, method or territory will be supported, or supported by a particular date.
• No new currency or method is enabled on the Merchant’s account without notice under clause 20.2, and the Merchant may terminate under clause 15.2 if it does not accept the terms that come with it.
• The withdrawal fee table in paragraph 4 is UGX-denominated. A withdrawal in another currency is not available until that currency’s schedule is published here.
• Existing Transactions are unaffected. A currency added later does not change the terms of an event already on sale.

Card acceptance is not available on the Platform today, and clause 12.1 describes the card-data handling that would apply if it is introduced.

Payment methods, payout destinations, supported currencies and fee structures depend on the Merchant’s registered country and on Payment Partner availability. Apta does not warrant that any feature described in this Agreement is available in every jurisdiction. If the Merchant’s country of registration changes, or it operates across jurisdictions, it shall contact Apta to confirm which terms and features apply.

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Schedule 2: Payment Partners

Apta uses the following Payment Partners. The Merchant is bound by the terms of each partner through which its Transactions are processed (clause 3.2).

Payment Partner	Role	Their terms
Eversend	Mobile money collection; transfers and payouts. Current partner.	Terms · Business terms · Privacy
Flutterwave	Collection and payout services. Retained for historical Transactions and as a fallback rail.	Terms · Merchant agreement
Stripe	Card collection and payout services	Services agreement · Restricted businesses

Apta may add, replace or remove a Payment Partner under clause 3.5. The current list is maintained at this page, and the version in force is the one published at the time of the Transaction.

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Schedule 3: Prohibited Businesses

The Merchant shall not use the Platform in connection with any of the following. This Schedule reflects the combined restrictions of Applicable Law and of Apta’s Payment Partners; where a Payment Partner’s list is broader, that list also applies.

Illegal and regulated

• Anything unlawful under Ugandan law or the law of the Customer’s jurisdiction
• Narcotics, controlled substances, precursor chemicals, and drug paraphernalia
• Weapons, ammunition, explosives, and their parts or accessories
• Human trafficking, forced labour, prostitution and sexual services
• Trade in human organs, tissue or remains
• Endangered species, protected wildlife and their products
• Stolen goods, and property obtained through crime
• Counterfeit goods, and goods infringing trademark, copyright or patent

Financial and money-movement

• Unlicensed money transmission, currency exchange, or remittance
• Cryptocurrency exchange, mining, custody or trading, and initial coin offerings
• Ponzi, pyramid, matrix and multi-level marketing schemes
• Investment, securities, forex or binary-options offerings without licence
• Debt collection, debt consolidation, credit repair and payday lending
• Cash advances, cheque cashing, and the sale of monetary instruments
• Crowdfunding and donation collection without proper authorisation
• Shell entities, and businesses with no verifiable trading activity

Gambling and adult

• Gambling, betting, lotteries, sports wagering and games of chance, other than where Apta has given specific written approval and the Merchant holds a valid licence from the National Lotteries and Gaming Regulatory Board
• Pornography and adult content or services
• Escort and companionship services

Deceptive and high-risk

• Transaction laundering: processing another business’s sales through the Merchant Account
• Any business Apta or a Payment Partner has previously terminated for cause, operating under a new name
• Get-rich-quick schemes, and unsubstantiated income claims
• Unapproved pharmaceuticals, prescription drugs sold without prescription, and products making unsubstantiated health claims
• Telemarketing, negative-option billing, and unauthorised recurring charges
• Sale of personal data, credentials, or account access
• Malware, hacking tools, and services designed to circumvent security or DRM
• Essay mills, and academic fraud services
• Sanctions evasion, and business with sanctioned persons or jurisdictions

Reputational

• Content promoting hatred, violence, terrorism or discrimination against a protected group
• Child sexual abuse material, which will be reported to law enforcement immediately
• Any activity that would, in Apta’s reasonable view, expose Apta or a Payment Partner to Fines, regulatory action or material reputational harm

This Schedule is not exhaustive. Apta may add to it on notice under clause 20.2, and may act immediately under clause 15.3 where a Payment Partner, regulator or Applicable Law requires it.

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Execution

By signing below, or by accepting this Agreement in the Platform, the Parties acknowledge that they have read, understood and agreed to be bound by this Agreement, including its Schedules.

This Agreement may be executed either by signature in the block below or by in-platform acceptance under clause 20.10(c). Both routes are equally binding: the Merchant does not need to sign on paper if it has accepted in the Platform, and does not need to accept in the Platform if it has signed.

Route 1: Signed. Complete and sign the block below. Return a scanned or PDF copy to legal@laces.run.

Route 2: In-platform. Accept the Agreement when prompted in the Platform. Apta records the version, user, timestamp and IP address as the Merchant’s signature, and the Apta signature below applies. A copy of that acceptance record is available on request.

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Contact

Apta Innovations Limited Kyanja, Kisaasi Central A, Nakawa Division, Kampala, Uganda P.O. Box 209717, Kampala GPO

• Legal and contracts: legal@laces.run
• Merchant support: hello@laces.run
• Finance and settlement: finance@laces.run
• Data protection: privacy@laces.run

Related: Terms of Service · Organizer Terms · Privacy Policy · Refund Policy