Merchant Terms.

In these Terms, unless the context indicates otherwise:

• “Company” / “Flamingo” means Flamingo Pay (Pty) Ltd, a company registered in the Republic of South Africa.
• “Merchant” / “you” means the natural person or entity that registers for and uses a Flamingo merchant account.
• “Customer” means any person who makes a payment to a Merchant through the Flamingo platform.
• “Platform” means the Flamingo mobile application, web dashboard, APIs, QR codes, and all related technology and services.
• “QR Code” means the unique Quick Response code assigned to the Merchant by Flamingo for the purpose of receiving payments.
• “PayShap”means BankservAfrica’s real-time bank-to-bank payment rail.
• “Transaction” means any payment processed through the Platform from a Customer to a Merchant.
• “Transaction Fee” means the fee charged by Flamingo on each Transaction, as set out in Clause 5.
• “Settlement”means the transfer of Transaction funds to the Merchant’s designated bank account.
• “FICA” — Financial Intelligence Centre Act 38 of 2001. “POPIA” — Protection of Personal Information Act 4 of 2013. “ECTA” — Electronic Communications and Transactions Act 25 of 2002. “CPA” — Consumer Protection Act 68 of 2008.

To register as a Flamingo Merchant, you must:

• Be at least 18 years of age;
• Be a South African citizen, permanent resident, or holder of a valid work permit;
• Operate a legitimate business or trading activity within the Republic of South Africa;
• Have access to a smartphone capable of running the Flamingo application;
• Hold a bank account with a South African bank in your name or your business’s name; and
• Complete the Flamingo KYC verification process as required under FICA.

Registration requires your full legal name, South African ID number, a clear selfie photograph, proof of residential address (not older than 3 months), and your bank account details for Settlement purposes. Flamingo reserves the right to decline any application without providing reasons, and to request additional documentation at any time for compliance purposes.

You warrant that all information provided during registration and at any time thereafter is true, accurate, complete, and not misleading, and you must notify Flamingo within 7 days of any change. Each Merchant account is personal and non-transferable — you may not allow any third party to use your account, QR code, or login credentials.

Flamingo is a reporting institution under FICA and is required to verify the identity of all Merchants. By registering, you consent to Flamingo conducting identity verification, address verification, and ongoing screening against sanctions and politically exposed persons (PEP) lists.

Flamingo may apply risk-based KYC procedures:

• Simplified due diligence: for Merchants with expected monthly volumes below R5,000 — name, RICA-registered phone (verified by SMS OTP at signup), a photo of the Merchant, and a sworn affidavit from a commissioner of oaths confirming trading identity. A SA ID number is optional at this tier. Applied under FICA Directive 6 for simplified CDD on low-value accounts serving informal traders.
• Standard due diligence: for expected monthly volumes between R5,000 and R100,000 — SA ID, selfie, proof of address, bank confirmation letter, and business registration or affidavit. VerifyNow checks SAID, AML/PEP/sanctions, biometric liveness, and bank account verification (AVS).
• Enhanced due diligence: for volumes exceeding R100,000/month or Merchants flagged by risk systems — all Standard documents plus a source-of-funds declaration, face match, and (for registered businesses) CIPC company and director searches. May include site visits.

Flamingo may at any time request updated or additional KYC documentation. Failure to provide requested documentation within 14 days may result in account suspension or termination.

Flamingo is required to report suspicious or unusual Transactions to the Financial Intelligence Centre via the goAML system. Flamingo is prohibited by law from informing you that such a report has been made (tipping-off prohibition under Section 29 of FICA).

Soft-cap holding (KYC tier overflow):Where a Merchant’s rolling 30-day volume exceeds the cap of their current KYC tier (e.g. R5,000 for Simplified, R100,000 for Standard), Flamingo will not block new Customer payments. Instead, payments above the cap are accepted and held in a “Pending KYC” sub-balance and do not pay out until the Merchant completes the next-tier verification. The Merchant has a grace period of seven (7) calendar days from the first cap-exceeding payment to upgrade their KYC tier. If the upgrade is not completed within the grace period, Flamingo may (a) reject further Customer payments until KYC is upgraded, and (b) automatically refund all held payments to the originating Customers no later than thirty (30) days from the date the funds were received. This holding mechanism is implemented under Flamingo’s Risk Management and Compliance Programme (RMCP) and is consistent with the risk-based approach mandated by FICA.

Flamingo provides a QR code-based payment acceptance service that enables Merchants to receive digital payments from Customers via the PayShap real-time payment rail, Visa and Mastercard card payments (with 3-D Secure cardholder authentication), and such other payment methods as Flamingo may support from time to time.

Upon successful registration, Flamingo will issue you a unique QR code which you may display at your place of business in printed or digital form. When a Customer scans your QR code and initiates a payment, Flamingo processes the Transaction, deducts the applicable Transaction Fee, and settles the remaining amount to your designated bank account.

Settlement timing. Flamingo aims to settle funds in real time via PayShap. However, Settlement may be delayed by up to 24 hours due to banking system processing, risk reviews, or technical issues. Flamingo shall not be liable for delays caused by third-party payment infrastructure.

Flamingo does not guarantee uninterrupted availability of the Platform. You acknowledge that Flamingo acts as a payment facilitator and is not a bank — Flamingo does not hold deposits, does not offer credit, and does not provide financial advice.

Flamingo charges the following Transaction Fee on each successful Transaction:

Transaction Fees are automatically deducted before Settlement. You receive the net amount (Transaction value minus Transaction Fee) in your bank account. Flamingo reserves the right to amend its fee structure with 30 days’ written notice via email, push notification, or in-app notification; continued use after the notice period constitutes acceptance of the amended fees.

There are no monthly subscription fees, setup fees, or minimum Transaction requirements — you only pay when you receive a payment. All fees are inclusive of VAT where Flamingo is registered for VAT; tax invoices will be available through the Flamingo dashboard.

You agree to:

• Use the Flamingo Platform only for lawful commercial purposes relating to the sale of legitimate goods and/or services;
• Display your Flamingo QR code only at your registered place of business or as otherwise agreed with Flamingo;
• Not alter, duplicate, or tamper with your QR code in any way;
• Not process Transactions for goods or services that are illegal, prohibited, or restricted under South African law;
• Not use the Platform for money laundering, terrorist financing, fraud, or any other illicit financial activity;
• Not process fictitious, split, or inflated Transactions to manipulate volumes or circumvent risk controls;
• Maintain accurate records of all Transactions and make them available to Flamingo upon reasonable request;
• Respond to Customer complaints and refund requests in a timely and professional manner;
• Comply with all applicable South African laws, including FICA, POPIA, the CPA, and any applicable municipal by-laws; and
• Not use the Flamingo name, logo, or branding in any manner not expressly authorised by Flamingo.

You may not use the Flamingo Platform to accept payment for:

• Illegal drugs, controlled substances, or drug paraphernalia;
• Weapons, ammunition, or explosives;
• Counterfeit goods, stolen property, or goods infringing intellectual property rights;
• Gambling or lottery services (unless duly licenced);
• Pyramid schemes, Ponzi schemes, or multi-level marketing scams;
• Adult content, escort services, or any form of exploitation;
• Sanctioned goods or transactions with sanctioned persons or entities;
• Any goods or services that would bring Flamingo into disrepute; or
• Any activity that violates the Prevention of Organised Crime Act 121 of 1998 (POCA) or the Financial Intelligence Centre Act 38 of 2001.

Flamingo reserves the right to immediately suspend or terminate your account and withhold funds if any prohibited activity is detected or reasonably suspected.

Merchants are responsible for their own refund policies and must communicate these clearly to Customers. If a Customer disputes a Transaction, Flamingo will notify the Merchant and may temporarily hold the disputed amount pending resolution.

The Merchant shall cooperate with Flamingo in investigating any disputed Transaction and provide relevant documentation (receipts, proof of delivery, communication with Customer) within 5 business days of notification.

Flamingo reserves the right to reverse a Transaction and debit the Merchant’s account if:

• The Transaction is found to be fraudulent or unauthorised;
• The Transaction was processed in error (duplicate, incorrect amount);
• A valid chargeback or reversal is initiated by the Customer’s bank; or
• The Transaction is found to involve prohibited activities.

Flamingo shall not be liable for losses arising from chargebacks or reversed Transactions.

Suspension by Flamingo.Flamingo may suspend your account immediately and without prior notice if it reasonably suspects fraud, money laundering, or prohibited activity; you breach any material term of this agreement; you fail to provide requested KYC documentation within the required timeframe; your Transaction patterns trigger Flamingo’s risk monitoring systems; Flamingo is directed to do so by a regulatory authority, court order, or law enforcement; or Flamingo determines, in its reasonable discretion, that continued operation poses a risk to Flamingo, its banking partners, or the integrity of the Platform.

Termination by Flamingo.Flamingo may terminate your account with 14 days’ written notice for any reason, or immediately without notice in cases of fraud, illegality, or material breach.

Termination by Merchant.You may terminate your account at any time by providing 14 days’ written notice via email or in-app request.

Upon termination, Flamingo will settle any outstanding funds (less applicable fees and any amounts subject to dispute or investigation) within 30 business days, provided no hold or investigation is pending. Clauses 8, 10, 11, 12, and 14 survive termination.

All intellectual property rights in the Flamingo Platform — including the software, trademarks, logos, QR code technology, merchant dashboard, APIs, and documentation — are and remain the exclusive property of Flamingo. Flamingo grants you a limited, non-exclusive, non-transferable, revocable license to use the Platform and display the Flamingo QR code solely for the purpose of accepting payments in the ordinary course of your business.

You may not reverse-engineer, decompile, copy, modify, or create derivative works from any part of the Platform. Upon termination, you must immediately cease using all Flamingo branding and destroy or return any printed QR codes or marketing materials.

To the maximum extent permitted by South African law (including the CPA and ECTA):

• Flamingo shall not be liable for any indirect, consequential, special, or incidental damages, including loss of profits, loss of business, loss of goodwill, or loss of data arising from or in connection with the use of the Platform;
• Flamingo’s total aggregate liability under this agreement shall not exceed the total Transaction Fees paid by the Merchant to Flamingo in the 3 months immediately preceding the event giving rise to the claim;
• Flamingo shall not be liable for any loss or damage caused by downtime, errors, or interruptions in the Platform, banking infrastructure, or PayShap system; and
• Flamingo shall not be liable for any loss arising from the Merchant’s failure to secure their account credentials, device, or QR code.

Nothing in this clause limits liability for fraud, gross negligence, or willful misconduct by Flamingo, or any liability that cannot be excluded under South African law.

Flamingo processes personal information in accordance with POPIA. By registering, you consent to the collection, use, storage, and processing of your personal information as described in our Privacy Policy. Flamingo will not sell your personal information to third parties. All data is stored on servers within the Republic of South Africa. You have the right to request access to, correction of, or deletion of your personal information held by Flamingo, subject to legal and regulatory retention requirements.

This agreement is concluded electronically in accordance with ECTA. By accepting these Terms electronically through registration on the Platform, you agree that your electronic acceptance has the same legal effect as a handwritten signature. Flamingo may communicate with you electronically via push notifications, in-app messages, email, or SMS, and such communications shall be deemed received on the date of transmission.

Each Party shall treat as confidential all information received from the other Party that is not publicly available, including business plans, financial information, technical specifications, merchant data, and customer information. This obligation survives termination of this agreement indefinitely.

Neither Party shall be liable for any failure or delay in performing its obligations under this agreement to the extent that such failure or delay results from circumstances beyond its reasonable control, including natural disasters, power outages, internet or telecommunications failures, banking system failures, government actions, civil unrest, pandemic, or any other event constituting force majeure under South African law. The affected Party shall notify the other Party as soon as reasonably practicable and use reasonable efforts to mitigate the effects.

Flamingo may amend these Terms from time to time. Material changes will be communicated to Merchants with at least 30 days’ notice via email, push notification, or in-app notice. Continued use of the Platform after the effective date of the amended Terms constitutes acceptance. If you do not agree to the amended Terms, you may terminate your account in accordance with Clause 9. The latest version of these Terms will always be available on the Flamingo website.

This agreement is governed by the laws of the Republic of South Africa. Any dispute arising from or in connection with this agreement shall first be referred to internal escalation within Flamingo’s support team. If not resolved within 14 days, the dispute shall be referred to mediation to be conducted in Gauteng province. If mediation fails within 30 days, either Party may refer the matter to arbitration in accordance with the Arbitration Act 42 of 1965, to be conducted in Johannesburg.

Nothing in this clause prevents either Party from seeking urgent interim relief from a court of competent jurisdiction. The Merchant retains all rights under the Consumer Protection Act 68 of 2008, including the right to approach the National Consumer Commission or relevant ombud.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Flamingo’s failure to enforce any right under these Terms does not constitute a waiver of that right. These Terms constitute the entire agreement between you and Flamingo regarding the use of the Platform and supersede all prior agreements, representations, and understandings. You may not assign or transfer your rights or obligations under these Terms without Flamingo’s prior written consent. Flamingo may assign its rights and obligations under these Terms to any successor entity or acquiring company.