These Terms and Conditions come into effect on the date of the Agent’s joining. They were last updated on 10 February 2025. The Terms and Conditions set out below (the “Agreement”) apply to the LinkedPay Services provided by the Agent. By registering as a LinkedPay Agent, the Agent automatically agrees to be bound by this Agreement. It is important that you read and understand the provisions of this Agreement before registering as a LinkedPay Agent. These Terms and Conditions, together with the LPay Services, will constitute a legally binding Agreement for you and your successors or personal representatives and assigns.

In this Agreement, the following terms and expressions shall, unless the context otherwise requires, have the following meanings: “Payment Agent” means a natural or legal person who provides services on behalf of a payment service provider.

“Formal Agent” means a legal entity authorized to carry out activities such as registration, opening and closing of payment accounts, distribution of electronic money, cash in and cash out, within the limits established by the Payment Service Provider and in accordance with the Instruction on Value Limits in Payment Systems, payment of services; reimbursement of electronic money, provision of payment account balances, among others that the National Bank of Angola may authorize. “Informal Agent” means a natural person authorized to carry out activities such as distribution of electronic money, cash in and cash out, within the limits established by the Payment Service Provider and in accordance with the Instruction on Value Limits in Payment Systems, payment of services, among others that the National Bank of Angola may authorize.

“Contracting Institution”: Financial Institution that contracts a banking agent or payment agent.

“Active”, in relation to a Mobile Equipment for which the enabled service is performed regularly;

“Agent LinkedPay Account” means the LinkedPay Account opened in the name of the Agent; “Agent Services” means the services and functions that are from time to time performed by the Agent under this Agreement within the scope of the LinkedPay Services, including but not limited to the registration of Customers and facilitating Cash-in and Cash-out transactions;

"Agreement" means this Agreement under which the LinkedPay Services are being provided and includes the Agent Registration Form, these Terms and Conditions, Schedules, Supplementary Agreements and Tariff Guides, as may be varied by LinkedPay from time to time;

"LinkedPay Network" means the global system for telecommunication (GSM) operated by mobile network operators as stipulated from time to time by LinkedPay;

“LinkedPay Subscriber” means an existing user of LinkedPay mobile telephony and other services on the LinkedPay Network;

“LinkedPay Account”, the Customer’s LinkedPay Account is the record maintained by LinkedPay of the E-Value held by the Customer and represented by an equivalent amount held by LinkedPay in the Settlement Account on behalf of the Customer;

“LinkedPay Customer Terms of Use” means the Agreement governing the relationship between LinkedPay and its Customers in connection with the LinkedPay Services;

“LinkedPay Agent Manual” means the Manual issued to the Agent which sets out the procedures, guidelines, methods of operation and other practical matters relevant to the provision of the Agent Services, as updated or amended from time to time by LinkedPay;

“LinkedPay Instruction” means an instruction given via SMS to transfer E-Values from one Customer to another or otherwise to effect a LinkedPay Transaction; “LinkedPay Services” means the services provided by LinkedPay for the issuance and redemption of E-Values and the transfer of E-Values between Customers based on LinkedPay Instructions, including recording all LinkedPay Transactions, verifying and confirming all completed LinkedPay Transactions and updating LinkedPay Account records; “LinkedPay System” or

"LinkedPay Money", the system operated by LinkedPay that provides the LinkedPay Services; "LinkedPay Brand & Business Name", the LinkedPay name and logo belonging to LinkedPay and which may only be used by the Agent in accordance with the provisions of this Agreement;

“LinkedPay Transactions” means any transaction that results in the crediting or debiting of a Customer’s LinkedPay Account pursuant to a LinkedPay Instruction; “LinkedPay User Guide” means the document describing the LinkedPay System and its use;

“Applicant” means any person who applies for or is in the process of applying for a LinkedPay Account through the Agent;

“Balance” means the amount of E-Value credited from time to time to the Agent’s LinkedPay Account;

"Current Value" means the money to be provided and held by the Agent at the Point of Sale for the provision of the Agent's services;

"Cash-in Fee" payment made by a Customer to the Agent for each Cash-in Transaction carried out by the Agent at the Customer's request;

“Cash Transaction” means the payment of cash by a Customer to an Agent for the purchase of E-Value from the Agent to be credited to a LinkedPay Account; “Withdrawal Fee” means the fee payable by a Customer to the Agent for each Cash-out Transaction carried out by the Agent at the Customer’s request;

“Cash-out Transaction” means the process of redeeming E-Value from a Customer’s LPay Account to obtain cash from an Agent;

"Commission" means the fees payable by LinkedPay to the Agent and includes the Transaction Fees set out in the schedule for these Terms and Conditions as may be revised from time to time by LinkedPay;

"Confidential Information" means all trade secrets, know-how, information and data (including all financial, legal, marketing, technical and other knowledge and information), whether or not in physical form, relating to LinkedPay and the LinkedPay Services and all other confidential information disclosed by or on behalf of either party, including this Agreement;

“Confirmation SMS” means an SMS containing a summary of the transaction data that is delivered to both the originating party and the Recipient upon successful completion of the LinkedPay transaction;

"Contract Period" means the initial period of Twenty-Four (24) months from the effective date and subject to early termination, shall automatically renew for additional periods of twelve (12) months each until its termination;

"Customer" means all persons (including the Agent) in whose name a LinkedPay Account is registered in connection with the use of the LinkedPay Services;

"Equipment" means any equipment, device or apparatus provided by LinkedPay to the Agent for use in connection with the Agent Services;

"E-Value" means the electronic value registered in the Customer's LinkedPay Account, the electronic value representing the Customer's right to an amount equivalent to the cash amount held in the Settlement Account;

"ID" means the Customer's Identity Card;

"Minimum Balance" means the minimum E-Value in circulation and the minimum Balance that an Agent must maintain within a stipulated period. This amount may be changed by LinkedPay from time to time;

"Mobile Equipment", the Mobile Phone or any other device used by the LinkedPay Agent to provide services;

"Mobile Phone" means the Agent's portable device with the LinkedPay Agent application installed on it;

"MSISDN" the Mobile Subscriber Integrated Services Digital Network Number issued to a Customer with the Mobile Equipment and the corresponding identity number and PUK code to access the LinkedPay Network;

“Point of Sale” means the physical address or premises of the Agent from which the Agent provides the Agent Services;

“Originating Party” means the person who initiates a LinkedPay transaction in which E-Value is transferred to a recipient;

"Party" means a party to this Agreement;

"Payment" means the payment of money to LinkedPay for the purchase of an equivalent amount of E-Value;

"PIN" means a four (4) digit personal identification number, being the secret code that the Agent chooses to access and operate the Agent's LinkedPay Account;

“Recipient” means a Customer (may include the Agent) designated by the Originating Party to receive the E-Value;

“Registration Form” means the Physical or Electronic Registration Form setting out the necessary registration details and acceptance of the LinkedPay Customer Terms of Use by a Customer;

"Services" means the LinkedPay Services and includes, where applicable, voice services, international dialing, international roaming, short message service ("SMS"), voicemail, data services, emergency access numbers and any other services offered through the LinkedPay partner's mobile network operator/s, which LinkedPay undertakes to make available to the Agent from time to time;

"SMS" means a short message service consisting of a text message transmitted from one MSISDN to another;

“Supporting Documents” means all identification and other documents required to be submitted by Applicants together with the duly completed registration form for applying for a LinkedPay Account as described in Annex A;

"Transactions" means cash-in transactions and cash-out transactions;

"Transaction Fees" means the actual charges payable by Customers for using the LinkedPay Services, as published from time to time in the Tariff Guide or on the LinkedPay website;

"Transaction Limits" means the limits placed by LinkedPay on the value of transactions that may be carried out by the Agent at the Outlet, as specified in the Schedule to this Agreement;

"Tariff Guide" means the document setting out the Transaction Fees, as well as the recommended cash rates and recommended cash-out rates, published and updated by LinkedPay from time to time, which must be clearly displayed at the Agent's premises;

"Settlement Account" means the bank account maintained by LinkedPay into which all Payments are made and held by LinkedPay on behalf of Customers;

2.1 LinkedPay appoints the Agent as LinkedPay Agent on a non-exclusive basis and the Agent accepts such appointment and agrees to provide the LinkedPay Agent Services and in particular to market, promote and facilitate the distribution of the LinkedPay Services in Angola in accordance with the terms of this Agreement and the LinkedPay Agent Handbook and to perform such other acts, functions and services as it is specifically required to do under this Agreement.

2.2 It is agreed and declared that there is no agency relationship between the Parties and the Agent undertakes not to act as the Agent of LinkedPay in any way or for any purpose.

2.3 Each Party shall at all times comply with all applicable laws and regulations.

The Agent undertakes, in accordance with the terms of this Agreement and the LinkedPay Agent Manual, to:

3.1.1 Use its best efforts to register new Customers for the LinkedPay Services;

3.1.2 Facilitate and carry out cash-in and cash-out transactions for Customers;

3.1.3 Perform other services and functions ancillary to the above in connection with the LinkedPay Services, as may be specified by LinkedPay from time to time.

4.1 The Agent agrees to comply in all respects and at all times with its obligations as set out in this Agreement and to follow all procedures set out herein and in the LinkedPay Agent Manual.

4.2 The Agent shall immediately, upon execution of this Agreement, if not already done prior to such execution, proceed to register with LinkedPay as a Customer and open a LinkedPay Account in its name (the "Agent's LinkedPay Account") by completing, signing and submitting the Registration Form.

4.3 The Agent must ensure that at all times during the Contract Period the Balance does not fall below the Minimum Balance.

4.4 When facilitating the registration of new Clients, the Agent must:

4.4.1 Ensure that the applicant is a LinkedPay subscriber with an active mobile device;

4.4.2 Ensure that application forms are completed accurately and signed by applicants;

4.4.3 Ensure that all supporting documents submitted are complete; 4.4.4 Ensure that the data contained in each registration form is checked against the supporting documents;

4.4.5 Ensure that copies of all supporting documents are checked and match their originals;

4.4.6 Ensure the identity of the Applicant;

4.4.7 Ensure that the duly completed registration forms and supporting documents received by the Agent are delivered to LinkedPay within 7 (seven) days of their submission for validation and processing.

4.5 Upon receipt of a duly completed Applicant's Registration Form together with all supporting documents, and subject to the above provisions, the Agent will request LinkedPay to open and activate a LinkedPay Account on behalf of the Applicant using the Mobile Equipment.

4.6 The Agent will make every effort to assist Applicants with regard to the registration process and the initial operation of their LinkedPay Accounts.

4.7 The Agent shall refuse to register an Applicant and shall not request LinkedPay to open a LinkedPay Account for the Applicant where it is not satisfied with the proof of the Applicant’s identity.

4.8 The Agent shall use its best efforts to ensure that it is in a position to carry out cash-in and cash-out transactions requested by Clients at all times during the Contract Period.

4.9 In order to facilitate cash-in transactions, the Agent shall ensure that the Balance does not fall below the Minimum Balance and in the event that the Balance falls below the Minimum Balance, the Agent shall immediately make a Payment of a sufficient amount of money to raise your Balance to at least the Minimum Balance.

4.10 In order to facilitate cash-out transactions, the Agent must ensure that at any time it maintains a minimum amount of cash equivalent to the Minimum Balance specified herein.

4.11 The Agent must ensure that, when carrying out any Transactions, cash payments are only made (a) using amounts available at its Current Value, (b) by checking the accuracy and completeness of the confirmation SMS, and (c) by ensuring that the Recipient of the cash payments is the owner of the mobile phone to which the LinkedPay Instruction for carrying out the cash-out Transaction is being transmitted, by checking the Customer ID with the data provided in the confirmation SMS.

4.12 In the event that the Agent does not have sufficient cash funds to carry out a cash-out Transaction, the Agent must refuse to carry out the cash-out Transaction. LinkedPay reserves the right to take any administrative action, including the application of sanctions, where the Agent is persistently short of cash funds.

4.13 All equipment supplied by LinkedPay (if any) shall remain the property of LinkedPay, which shall replace it if lost or damaged, through wear and tear, except where such loss or damage is caused by the negligence or lack of care of the Agent.

4.14 Notwithstanding the foregoing, the Agent shall keep all Equipment and Mobile Equipment in working order and in good repair, reasonable wear and tear excepted, for use of the Agent Services and in connection with the LinkedPay Services and shall ensure that any damage, loss or theft of the Equipment is immediately reported to LinkedPay, within a maximum period of 24 (twenty four) hours after the occurrence, as provided for in the LinkedPay Agent Manual. The Agent shall indemnify LinkedPay against all claims, costs and consequences that may arise as a result of any breach of this Clause.

4.15 The Agent will only use the LinkedPay Marks for the purposes of promoting the LinkedPay Services and for the provision of the Agent Services during the Contract Period and not for any other purpose.

4.16 The Agent will only provide the Agent Services at the agreed Point of Sale, within the limits of the respective Point of Sale Transaction.

4.17 The Agent must at all times comply with the terms of this Agreement and the procedures set out in the LinkedPay Agent Manual, as updated from time to time.

4.18 The Agent shall notify LinkedPay of any event or circumstance that may have an adverse effect on the Agent's activity and its ability to perform its obligations immediately and in any event within five (5) business days of occurrence.

4.19 The Agent must comply with all laws, regulations and standards applicable to its activities and the use of the Equipment and Mobile Equipment, as well as those relating to the Agent Services, including, but not limited to, any anti-money laundering and anti-terrorism laws and regulations.

4.20 The Agent must obtain and maintain all applicable licenses and authorizations necessary to carry out its activity.

4.21 The Agent is not entitled to assign its contractual position under the Agreement to any other person without the prior written consent of LinkedPay.

4.22 The Agent is not entitled to appoint sub-agents for the provision of the Agent Services without the prior written consent of LinkedPay.

4.23 The Agent agrees to keep confidential all information, documentation, data, trade secrets and know-how disclosed to it by LinkedPay and all other Confidential Information and shall not disclose it to any other person, nor shall it use Confidential Information in connection with the performance of this Agreement or any part thereof, without the written approval of LinkedPay.

4.24 The Agent shall comply with all instructions and/or directions that LinkedPay may give to the Agent from time to time in relation to the provisions of the Agent Services and/or the LinkedPay Services.

5.1 The Agent is entitled to commission on all cash-in and cash-out transactions as indicated in the Schedule to this Agreement or as communicated by LinkedPay from time to time. The Agent shall not charge a Customer any fees other than the Transaction Fees indicated in the Schedule. LinkedPay shall pay the commission into the Agent’s E-Cash Account.

5.2 The Agent has no claim against LinkedPay regarding Cash-in and Withdrawal Fees.

5.3 The Agent shall be responsible for any deductions or taxes that are required to be paid by law on the Commission received.

5.4 LinkedPay makes no guarantees whatsoever regarding the potential revenues that may be obtained by the Agent through the provision of the Agent Services or otherwise in connection with the LinkedPay Services and no reliance should be placed on any statements or projections provided, whether written or oral, in this regard.

5.5 LinkedPay reserves the right to withhold any commission due if it deems the Agent to be involved in any transactions deemed fraudulent.

6.1 The Agent will treat as confidential all information relating to Applicants, Clients and Transactions.

6.2 Each Party agrees to keep the Confidential Information confidential and agrees that it will not disclose it, without the prior written consent of the owner of the Confidential Information, directly or through its representatives, employees and/or agents, to any person or in any way, in whole or in part. The Parties agree that the Confidential Information will not be used by the Parties or their representatives, employees and/or agents other than in the scope of this Agreement and that each Party shall be liable and shall indemnify the other against any loss suffered as a result of any breach of this clause by its representatives, employees and/or agents.

6.3 The Parties agree that confidential information will remain confidential until such information becomes part of the public domain without any fault or breach of this Agreement.

The Agent must keep adequate records in relation to the provision of the Agent Services, including:

7.1 Each candidate’s registration details must be in a suitable format and include the details set out in the Subscriber Registration Forms to be provided by LinkedPay;

7.2 Particulars of all Transactions carried out by the Agent shall be recorded in a suitable format and shall include the following details: Reference ID, Account ID, Sender, Destination, Amount, Fee, Sender's Balance Before, Sender's Balance After, Recipient's Balance Before, Recipient's Balance After, Timestamp, Reference, Status.

8.1 In the event of loss or theft of the Agent’s equipment; the Agent must immediately notify LinkedPay in accordance with the LinkedPay Agent Handbook so that LinkedPay can deactivate the same to prevent further unauthorised use. The Agent is responsible for any losses, costs and expenses incurred in the period between the loss or theft of the Agent’s Mobile Equipment and the time when LinkedPay has received written notice of such loss or theft.

8.2 The Agent is responsible for the security and proper use of the Mobile Equipment, as well as for keeping the PIN secret, as well as for all LinkedPay Instructions initiated with the PIN. The Agent shall indemnify LinkedPay against any and all actions, claims, demands, damages, liability, costs and expenses and any results arising from any negligent or improper use of the Mobile Equipment or PIN.

8.3 The Agent must not use the Mobile Equipment to commit any offence.

9.1 LinkedPay shall provide and make available to the Agent the registration forms.

9.2 LinkedPay shall ensure that the Agent’s Mobile Equipment is capable of performing the relevant functionality in relation to Customer registration.

9.3 LinkedPay shall validate new LinkedPay Accounts upon receipt of the Agent’s duly completed registration forms and supporting documents.

9.4 LinkedPay reserves the right to deactivate the Agent’s Mobile Equipment or disconnect the Agent from the LinkedPay Network or the LinkedPay System at any time if it determines, in its sole discretion, that the Agent’s Mobile Equipment or connectivity is being used unlawfully or for purposes other than those related to the Agent Services or LinkedPay Services or that the Agent is not complying with the terms of this Agreement and/or the LinkedPay Agent Manual.

9.5 To the fullest extent permitted by law, LinkedPay excludes warranties of all kinds and shall not be liable for any costs, losses, liabilities or damages, whether direct, special or consequential and howsoever arising out of any suspension or termination of this Agreement or otherwise under this Agreement.

9.6 LinkedPay shall provide the LinkedPay Agent Handbook to the Agent as soon as reasonably practicable after the execution of this Agreement.

9.7 LinkedPay shall have the right at any time during the Contract Period to inspect the Agent’s business premises, Points of Sale and business operations to ensure compliance with the terms of this Agreement.

9.8 LinkedPay reserves the right to change the terms of this Agreement, the LinkedPay Agent Handbook and the Commission rates payable at any time and for any reason. Changes shall be notified by letter; published in a daily newspaper, SMS, or on the LinkedPay website and/or through any other appropriate means and the Agent shall be deemed to have been notified of such changes, whether or not they have come to the Agent’s attention. By continuing to use the Agent’s Mobile Equipment after any change, the Agent shall be deemed to have agreed to the changes.

9.9 LinkedPay shall ensure that it makes available to the public, in all branches, on its websites and in the establishments of the banking agent or payment agent in a clearly visible, directly accessible and easily identifiable place:

9.9.1 The updated list of its payment agent, including the name, address and telephone number or any other means of communication;

9.9.2 Provide a list of Products and services provided by the payment agent;

9.9.3 All charges and fees applicable to the services; and,

9.9.4 LinkedPay's free telephone contact, email and other complaints mechanisms, inside the establishment in a visible place, for the purpose of complaining to LinkedPay and/or the National Bank of Angola.

10.1 LinkedPay will provide the Agent with brand and advertising material free of charge, but which will remain the property of LinkedPay, which must be returned upon request by LinkedPay, or after termination of this Agreement.

10.2 The Agent must display and use all brand and advertising materials in the manner required by LinkedPay.

10.3 The Agent agrees that all benefits accrued by virtue of the use of the LinkedPay Brand & Trade Name by the Agent, as a result of the execution of this Agreement, shall revert to LinkedPay, and the Agent is prohibited from acquiring rights over the LinkedPay Brand & Trade Name or other LinkedPay intellectual property.

10.4 The Agent shall promptly notify LinkedPay of any actual, threatened, suspected infringement or misuse of any LinkedPay Trademarks & Trade Names or other intellectual property rights belonging to LinkedPay of which the Agent becomes aware.

10.5 The Agent shall take all reasonable steps to assist LinkedPay in protecting and maintaining LinkedPay’s intellectual property rights, and shall display at the Point of Sale, and on documents used by the Agent under this Agreement, specifications from LinkedPay as may be provided to the Agent from time to time, disclosing to the public that the Agent is authorised by LinkedPay to provide the Agent Services and is not an affiliate of LinkedPay. The Agent shall also display at the Point of Sale trademark, service or copyright notices as may be specified by LinkedPay from time to time.

10.6 The Agent shall ensure that its employees or agents only use the LinkedPay Trademark & Trade Name or any other intellectual property right of LinkedPay, which the Agent is authorized to use, only under the terms and for the purposes of this Agreement.

The table below outlines LinkedPay’s classification of Customers across KYC levels and applicable transaction limits. You must not withdraw, transfer or make any payments that, in aggregate, exceed any of the per transaction or daily limits set for your category. Should you attempt to exceed the applicable limits, your transactions will be declined.

Customer Level

Verification requirements

Transaction Limits

Daily Limits

Monthly Limit

Account Balance Limits

Level IV (Individuals for Commercial Purposes)

Identity card, passport or resident card, witness, document proving activity (street vendor card, market vendor card, municipal market vendor card and permanent establishment if applicable), tax identification document and proof of address.

Transaction Limits

Kz500.000,00

Daily Limits

Kz3.000.000,00

No Daily Limits

No Limits Account Balance

Level V (Legal Persons)

Identity card, passport, resident card, witness, document proving activity (precarious trade license, commercial registration certificate, commercial license and address of the company's registered office) and declaration of source of funds.

Transaction Limits

Kz500.000,00

Daily Limits

Kz4.000.000,00

No Daily Limits

No Account Balance Limits

13.1 LinkedPay shall have no liability (including liability for negligence) for any loss, damage or injury to the Agent, howsoever arising or howsoever arising, nor shall it be liable for any claim made against the Agent by any third party.

13.2 LinkedPay shall not be liable for any loss or damage, direct, indirect, consequential or otherwise (whether financial or in connection with actual or foreseeable profits, business) costs, expenses or other claims for compensation, whether caused by the negligence of LinkedPay, its employees, whether foreseeable or not.

The Agent shall indemnify LinkedPay from and against all losses, damages, liabilities, costs and expenses incurred by LinkedPay as a result of any breach of this Agreement by the Agent, including any breaches caused by any act, negligence or default of the Agent's employees, or as a result of any claim by a third party in respect of any matter arising out of the conduct of the Agent, provided that liability has not been incurred directly by any failure by LinkedPay to perform its obligations under this Agreement.

15.1 This Agreement shall come into effect on the date on which the Agent signs the Registration Form and shall continue in effect for an initial period of one (1) year and shall automatically renew unless terminated in accordance with the provisions set forth in this Agreement.

15.2 LinkedPay may terminate this Agreement:

15.2.1. Immediately, without notice, in the event that the Agent is declared or recognized to be insolvent or unable to pay its debts as they fall due or upon the filing of any proceedings (voluntary or involuntary) for insolvency, liquidation or other assistance by the Agent's creditors;

15.2.2. Immediately, without prior notice, if any regulatory or law enforcement authority institutes an action, enforcement action or investigation against the Agent that, in LinkedPay’s assessment, will harm the operation of the Agent Services or the business reputation of LinkedPay;

15.2.3. Immediately, without prior notice, in the event that LinkedPay is not satisfied, in its sole discretion, with any of the Agent's policies, procedures or internal controls (including anti-money laundering, compliance or counter-terrorism financing measures) or if any other policies of the Agent do not meet LinkedPay's requirements;

15.2.4. In the event that the Agent is unable to provide the Services regularly for thirty consecutive days or is the subject of constant complaints from Customers, without responding to the complaints presented within thirty days, or the Agent is in breach of the terms of this Agreement, and such breach is not corrected within 21 (twenty-one) days after written notice; or 15.2.5 At any time, for any other reason, is notified of a minimum period of 30 (thirty) days.

15.3 The Agent may terminate this Agreement upon not less than 60 (sixty) days written notice.

15.4 Upon termination of this Agreement pursuant to the above provisions or upon expiry of the Contract Period:

15.4.1 The Parties shall cooperate to ensure the prompt, orderly and efficient conclusion of their relationship and any outstanding issues, including but not limited to: a) Completion of any Transactions or other processes, payments, instructions, registrations or other activities initiated prior to the termination date, relating to the Agent Services and/or the LinkedPay Services, including the transfer of any funds relating thereto; b) Preparation of a final financial statement and reconciliation of accounts; c) Return or destruction of any and all Confidential Information;

15.4.2 The Agent subject to clause 15(a) must immediately cease providing the Agent Services or performing any other service under this Agreement;

15.4.3 The Agent must, within 14 (fourteen) days, return to LinkedPay the Agent's Mobile Equipment and any other property belonging to LinkedPay, in the Agent's possession, in good working order, except for normal wear and tear;

15.4.4 The Agent shall immediately cease using the Agent Mobile Equipment, the LinkedPay Trademark & Trade Name or any other LinkedPay intellectual property and shall immediately return to LinkedPay all promotional, branding and advertising materials as well as all Confidential Information in its possession;

15.4.5 If the Agent, for the services provided, has credits to receive from LinkedPay, he/she will be entitled to the Commission, under the terms of this Agreement, provided that it has not been paid before the date of termination, and the Agent will not be entitled to any other claim against LinkedPay, whether in relation to any expenses or losses arising, directly or indirectly, from business, reputational damage or any other loss.

15.5 No Commission shall be paid to the Agent after the date of termination of this Agreement.

15.6 Unless otherwise provided, termination of this Agreement, however caused, and without prejudice to the continuation of any provision which expressly or impliedly comes into force or continues in force after termination, shall not prejudice any rights of the Parties accrued prior to termination.

LinkedPay shall be entitled to set off any amounts due to the Agent under this Agreement against any amounts due from the Agent in connection with the performance of this Agreement.

LinkedPay shall not be liable for any loss arising from any failures, malfunctions or delays of or in any mobile network, mobile telephone, Mobile Equipment, Internet, terminals or any supporting or sharing networks resulting from circumstances beyond LinkedPay's reasonable control.

18.1 Neither Party to this Agreement shall be liable for failure to comply with its obligations under this Agreement when the failure is caused by unforeseeable circumstances or force majeure, that is, by circumstances beyond the control of the Parties, understood as natural phenomena, fires, floods, states of war, accidents, shortage or inability to obtain materials, equipment or transport, among other events that have the same characteristics, in accordance with the provisions of the Civil Code.

18.2 The Party affected by an unforeseeable event or force majeure must notify the other Party, immediately and in writing, of the extent of the event and the estimated period during which it will be unable to comply with or for which it will be obliged to delay compliance with its obligations under this Agreement, and is also obliged to notify the other Party when its effects cease.

18.3 Except as provided for in the previous point, if the impediment resulting from unforeseeable circumstances or force majeure continues for a period exceeding 90 (ninety) days, either Party shall have the right to terminate this Agreement by notifying the other Party, in accordance with the provisions of Clause 17.4 (consequence of termination).

19.1 This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement or relationship between the Parties in relation to the Agent Services or the LinkedPay Services. Subject to Clause 9.8, any amendment to this Agreement will only be valid if it is in writing and signed by or on behalf of each Party.

19.2 In the event of any conflict between the terms of this Agreement and the LinkedPay Agent Manual, the provisions of this Agreement shall prevail.

19.3 Except as otherwise provided in this Agreement, the rights and remedies contained herein are cumulative and not exclusive of any rights or remedies provided by law. The failure or delay by LinkedPay at any time to enforce any of the terms and conditions of this Agreement or its rights shall not constitute a waiver of such rights or of the right to enforce such terms and conditions thereafter at any time.

19.4 If any provision of this Agreement is declared, by any judicial or other competent authority or by an arbitrator appointed herein, void, voidable, illegal or unenforceable, the Parties shall amend such provision in a reasonable manner, in accordance with the intention of the Parties, if this is not possible, the said provisions shall be removed from this Agreement, without affecting the remaining provisions, which shall continue to remain in force and binding on the Parties.

19.5 The Agent shall pay LinkedPay's expenses in recovering any amounts due from the Agent, including legal fees and charges.

19.6 LinkedPay shall not be liable to the Agent for any indirect, consequential or special damages arising from any act or omission of LinkedPay or any third party for which LinkedPay is responsible, whether arising in contract or statute.

19.7 Unless otherwise required by law, the Agent shall not make or be behind any press release, public announcement or other disclosure to third parties relating to this Agreement without the prior written consent of LinkedPay.

19.8 Nothing in this Agreement creates a partnership between the Parties or constitutes one Party in partnership with the other for any purpose. Neither Party has the authority or power to bind, contract or incur any liability on behalf of the other Party in any manner or for any purpose.

19.9 All communications or notices under this Agreement shall, unless otherwise specified, be in writing and sent to the addresses specified below. a) LinkedPay to: Province of Luanda, District Urbano de Talatona, Municipality of Talatona, Via S8, Edifício Mauika Office Plaza, Torre B, 1st floor, Door 1 A. b) Agent: The address provided by the Agent in the Registration Form overleaf.

20.1 Disputes arising from the execution of this Agreement shall be resolved as follows: (i) Mediation; (ii) Arbitration. If Mediation is chosen, it shall take place at the Extrajudicial Dispute Resolution Centers (CREL), in accordance with the Mediation Regulations in force at the date of the dispute. If, at the end of the 1 (one) month period, the dispute has not been resolved, in whole or in part, by Mediation, the Parties voluntarily agree to resort to Arbitration, in accordance with the provisions of the Arbitration Clause contained in Annex I to this document and which forms an integral part thereof.