Agent Account Agreement
These Terms and Conditions are effective on the date of the Agent's joining. They were last updated on November 04, 2025.
The Terms and Conditions set forth below (the "Agreement") apply to the LinkedPay Services provided by the Agent. By registering as a LinkedPay Agent, the Agent automatically agrees to abide 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, shall constitute a legally binding Agreement for you and your successors or personal representatives and assigns.
In this Agreement, the following terms and expressions shall have, unless otherwise required to do so, 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 person 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 Banco Nacional Angola may authorize.
"Contracting Institution": Financial Institution that hires a bank agent or payment agent.
"Active" means in relation to a Mobile Device for which the enabled service is performed on a regular basis;
"Agent's LinkedPay Account" means the LinkedPay Account opened in the Agent's name;
"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, registering 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, which may be varied by LinkedPay from time to time;
"LinkedPay Network" means the global telecommunications system (GSM) operated by mobile network operators, as stipulated from time to time by LinkedPay;
"LinkedPay Subscriber" means an existing user of LinkedPay's mobile telephony and other services on the LinkedPay Network;
"LinkedPay Account" means 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 that governs the relationship between LinkedPay and its Customers in connection with the LinkedPay Services;
"LinkedPay Agent Manual" means the Manual issued to the agent that sets out the procedures, guidelines, operating methods 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 for the transfer of Amounts from one Customer to another or otherwise to carry out a LinkedPay Transaction;
"LinkedPay Services" means the services provided by LinkedPay for the issuance and redemption of E-Securities and the transfer of E-Securities 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" means the system operated by LinkedPay that provides the LinkedPay Services;
"LinkedPay Brand & Trade Name" means 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 a Customer's LinkedPay Account being credited to or debited pursuant to a LinkedPay Instruction;
"LinkedPay User Guide" means the document that describes the LinkedPay System and its use;
"Applicant" means any person who applies 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" means payment made by a Client to the Agent for each Cash-in Transaction carried out by the Agent at the Client's request;
"Cash Transaction" means the payment in 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 made by the Agent at the Customer's request;
"Cash-out Transaction" means the process of redeeming the E-Value from a Client's LPay Account in order to obtain money from an Agent;
"Commission" means the fees payable by LinkedPay to the Agent and includes the Transaction Fees set out in the calendar for these Terms and Conditions which 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 be automatically renewed for additional periods of twelve (12) months each, until terminated;
"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 that represents the Customer's right to an amount equivalent to the amount of cash held in the Settlement Account;
"ID" means the Customer's Identity Card;
"Minimum Balance" means the minimum E-Current Value and the minimum Balance that an Agent must maintain within a stipulated timeframe. This amount may be changed by LinkedPay from time to time;
"Mobile Equipment" means the Mobile Phone or any other device used by the LinkedPay Agent for the provision of services;
"Mobile phone" means the Agent's handheld device with the LinkedPay Agent application installed on it;
"MSISDN" means the Integrated Services Digital Network Number for Mobile Subscribers 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 Agent's physical address or premises from which the Agent provides the Agent Services;
"Original Party" means the person who initiates a LinkedPay transaction in which the E-Value is transferred to a recipient;
"Party" means one of the parties 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 that sets forth the necessary registration data and acceptance of the LinkedPay Client Terms of Use by a Customer;
"Services" means the LinkedPay Services and includes, where applicable, voice, 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 the 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 the use of 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 with respect to the amount of transactions that may be made by the Agent at the Outlet as specified in the Table of 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 shall be clearly displayed at the Agent's premises;
"Settlement Account" means the bank account maintained by LinkedPay in which all Payments are made and held by LinkedPay on behalf of Customers;
2.1 LinkedPay appoints the Agent as a LinkedPay Agent on a non-exclusive basis, and the Agent accepts such appointment and agrees to provide the LinkedPay Agent Services and, in particular, in the marketplace, promote and facilitate the distribution of the LinkedPay Services in Angola, in accordance with the terms of this Agreement and the LinkedPay Agent Manual and for the performance of other acts, functions and services that you are 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 assume to be 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.
2.1 LinkedPay appoints the Agent as a LinkedPay Agent on a non-exclusive basis, and the Agent accepts such appointment and agrees to provide the LinkedPay Agent Services and, in particular, in the marketplace, promote and facilitate the distribution of the LinkedPay Services in Angola, in accordance with the terms of this Agreement and the LinkedPay Agent Manual and for the performance of other acts, functions and services that you are 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 assume to be 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 your 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 foregoing 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 forth herein and in the LinkedPay Agent Manual.
4.2 The Agent shall proceed immediately, upon execution of this Agreement, if not already done prior to such execution, 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 shall 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 shall:
4.4.1 Ensure that the applicant is a LinkedPay subscriber with active mobile equipment;
4.4.2 Ensure that application forms are accurately completed 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 verified and conform to 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 after their submission for validation and processing.
4.5 Upon receipt of a duly completed Applicant Registration Form, together with all supporting documents, and subject to the above provisions, the Agent shall 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 Claimants 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 not request LinkedPay to open a LinkedPay Account for the Applicant when it is not satisfied with the proof of the Applicant's identity.
4.8 The Agent shall make every effort to ensure that it is in a position to carry out cash-in and cash-out transactions requested by Customers 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 its Balance to at least the Minimum Balance.
4.10 In order to facilitate cash-out transactions, the Agent shall ensure that at all times it maintains a minimum cash amount equivalent to the Minimum Balance specified herein.
4.11 The Agent shall ensure that, in carrying out any Transactions, cash payments are only made (a) against amounts available in their Current Value, (b) upon verification of 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 on which the LinkedPay Instruction, for the realization of the Cash-out Transaction is being transmitted, verifying the Customer's ID, with the data provided in the confirmation SMS.
4.12 In the event that the Agent does not have sufficient cash funds to make a Cash-Out Transaction, he shall refuse to make the Cash-Out Transaction. LinkedPay reserves the right to take any administrative measures, including the application of sanctions when the Agent persistently runs out of cash funds.
4.13 All equipment supplied by LinkedPay (if any) will remain the property of LinkedPay, which will replace them when lost or damaged, by wear and tear, except when such loss or damage is caused by the Agent's negligence or lack of care.
4.14 Notwithstanding the foregoing, the Agent shall keep all Equipment and Mobile Equipment in good working order and in good repair, except reasonable wear and tear, 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 will 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 purpose of promoting the LinkedPay Services and providing the Agent Services during the Contract Period and not for any other purpose.
4.16 The Agent shall only provide the Agent Services at the agreed Point of Sale, within the limits of the Transaction of the respective Point of Sale.
4.17 The Agent shall at all times comply with the terms of this Agreement and the procedures set forth 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) working days of the occurrence.
4.19 The Agent shall comply with all laws, regulations and regulations applicable to its activities and use of the Equipment and Mobile Equipment, as well as those related to the Agent's Services, including, but not limited to, any anti-money laundering and anti-terrorism laws and regulations.
4.20 The Agent shall obtain and maintain all applicable licenses and permits necessary to carry out its activity.
4.21 The Agent is not entitled to assign its contractual position in 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 him by LinkedPay and all other Confidential Information and shall not disclose it to any other person, nor shall he 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 instructions 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 Table of this Agreement or as communicated by LinkedPay from time to time. The Agent will not charge a Client any fees other than the Transaction Fees listed in the List. LinkedPay will pay the commission to the Agent's Account in E-Cash.
5.2 The Agent has no claim against LinkedPay regarding the Cash-in and Withdrawal Fees.
5.3 The Agent shall be liable for any deductions or taxes which are required to be paid by law on the Commission received.
5.4 LinkedPay does not make any guarantees in relation to 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, in writing or orally, in this regard.
5.5 LinkedPay reserves the right to withhold any commission due if it considers that the Agent is involved in any transactions deemed fraudulent.
6.1 The Agent will treat as confidential all information relating to Claimants, 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 by 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 shall not be used by the Parties or their representatives, employees and/or agents other than within the scope of this Agreement and that each Party shall be responsible for and 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 shall remain until such information becomes part of the public domain without any fault or breach of this Agreement.
The Agent shall maintain adequate records in relation to the provision of the Agent Services, including:
7.1 The registration instructions of each candidate to be registered in an appropriate format and include the details contained in the Subscriber Registration Forms to be provided by LinkedPay;
7.2 The indications of all Transactions carried out by the Agent to be recorded in an appropriate format and shall include the following details: The reference ID, account ID, sender, destination, amount, fee, sender's balance before, sender's balance after the recipient's balance before, recipient's balance after, time stamp, 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 Manual so that LinkedPay can disable the same to prevent its further and unauthorized 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 that LinkedPay will have 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 out of any negligent or improper use of the Mobile Equipment or PIN.
8.3 The Agent shall not use the Mobile Equipment to commit any offence.
9.1 LinkedPay will provide and make available to the Agent the registration forms.
9.2 LinkedPay will ensure that the Agent's Mobile Equipment is enabled to perform the relevant functionality with respect to Customer registration.
9.3 LinkedPay will validate the new LinkedPay Accounts upon receipt of the registration forms and supporting documents of the Agent duly completed.
9.4 LinkedPay reserves the right to disable 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 Mobile Equipment or the Agent's connectivity is being used illegally or for other purposes that are not related to the Agent Services or LinkedPay Services or that the Agent is not complying with the terms hereof Agreement and/or the LinkedPay Manual Agent.
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 any results arising out of any suspension or termination of this Agreement or otherwise, under this Agreement.
9.6 LinkedPay will provide the LinkedPay Agent Manual to the Agent as soon as possible after signing this Agreement.
9.7 LinkedPay has 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 Manual and the Commission fees payable at any time and for any reason. Changes will 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 is deemed to have agreed to the changes.
9.9 LinkedPay must ensure that direct and easily identifiable access is made available to the public in all branches, on its websites and in the establishments of the bank agent or payment agent in a clearly visible place, with the following access:
9.9.1 The up-to-date list of your payment agent, including 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; e,
9.9.4 LinkedPay's free telephone contact, e-mail and other complaint 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 branding and advertising material at no charge, but which shall remain the property of LinkedPay, which shall be returned at LinkedPay's request, or upon termination of this Agreement
10.2 The Agent shall display and use all branded materials and advertising 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 in the LinkedPay Brand & Trade Name or other LinkedPay intellectual property.
10.4 The Agent shall promptly notify LinkedPay of any actual infringement, threat, suspicion or misuse of any LinkedPay Trademark & Trademark 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 in the documents used by the Agent under this Agreement, specifications from LinkedPay which shall be transmitted to the Agent from time to time, disclosing to the public that the Agent is authorized by LinkedPay to provide the Agent Services and is not an affiliate of LinkedPay. The Agent shall also display at the Point of Sale notices relating to trademarks, services or copyrights, in accordance with specifications from LinkedPay, from time to time.
10.6 The Agent shall ensure that its employees or agents use only the LinkedPay Brand & 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 describes the classification of Customers adopted by LinkedPay along the KYC levels and the applicable transaction limits. You must not withdraw, transfer or make any payments that, in total, exceed any of the per-transaction or journal limits set for your category. If you attempt to exceed the applicable limits, your transactions will be declined.
Customer Level
Verification requirements
| Limits per Transaction |
| Daily Limits |
| Monthly Limits |
| Account Balance Limits |
Level I (Personal Purposes)
Full name, date of birth, marital status, gender, nationality, mobile phone, address, municipality and province. Level I customers have a period of 1 year after opening the account to present the identification document to LinkedPay, based on the minimum requirements required for type II and III accounts, under penalty of having their account blocked.
| Limits per Transaction |
| Kz 25.000,00 |
| Daily Limits |
| Kz 50.000,00 |
| Monthly Limits |
| Kz 100.000,00 |
| Account Balance Limits |
| Kz 100.000,00 |
Tier II (Merchants)
Identity card, passport or resident card, NIF, testimony and proof of address.
| Limits per Transaction |
| Kz 250.000,00 |
| Daily Limits |
| Kz 2.000.000,00 |
| Monthly Limits |
| No Monthly Limits |
| Account Balance Limits |
| No Account Balance Limits |
III (Natural Persons for Business Purposes)
ID card, passport or resident card, testimony, proof of activity document (street vendor card, fairground card, municipal market vendor card and permanent establishment if any), tax identification document and proof of address.
| Limits per Transaction |
| Kz 500.000,00 |
| Daily Limits |
| Kz 3.000.000,00 |
| Monthly Limits |
| No Monthly Limits |
| Account Balance Limits |
| No Account Balance Limits |
IV (Legal Person)
Identity Card, passport or resident card, testimony, proof of activity (precarious trade license, commercial registration certificate, business license and address of the company's registered office) and declaration of origin of funds.
| Limits per Transaction |
| Kz 500.000,00 |
| Daily Limits |
| Kz 4.000.000,00 |
| Monthly Limits |
| No Monthly Limits |
| Account Balance Limits |
| No Account Balance Limits |
| Pay the Agent in Cash | Transaction Value | Agent Commissions |
|
Minimum transaction (1.000 Kz) |
Kz 1.000,00 – Kz 2.000,00 | Kz 100,00 |
| Kz 2.001,00 – Kz 5.000,00 | Kz 200,00 | |
| Kz 5.001,00 – Kz 10.000,00 | Kz 300,00 | |
| Kz 10.001,00 – Kz 20.000,00 | Kz 500,00 |
12.1 Commission Limits
The maximum daily amount of withdrawals (cash out), in agents, is set at Kz 120,000.00 (one hundred and twenty thousand kwanzas), per payment account. The updates were made based on Paragraph b) of No. 9, Notice No. 02/2025 of August 13, 2025.
12.2 Prudential Limits Recommended by EMIS
The aforementioned prudential limits apply to all types of accounts.
13.1 LinkedPay shall have no liability (including liability for negligence) for any loss, damage or injury to the Agent of any kind or of any nature whatsoever, and shall not 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 profit-related, actual or foreseeable) 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 relation to any matter arising out of the Agent's conduct, provided that liability has not been incurred directly for any breach by LinkedPay in relation to its obligations under this Agreement.
15.1 This Agreement shall be effective from the date on which the Agent signs the Registration Form and shall continue in force for an initial period of one (1) year and shall automatically renew unless terminated in accordance with the provisions of this Agreement.
15.2 LinkedPay may terminate this Agreement by:
15.2.1. Immediately, without notice, in the event that the Agent is declared or acknowledged to be insolvent or unable to pay its debts as they are due or after the filing of any proceedings (whether 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 initiates an action, enforcement or investigation against the Agent that, in LinkedPay's assessment, will damage the operation of the Agent Services or LinkedPay's business reputation;
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 anti-terrorist 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 submitted, within thirty days, or the Agent is in breach of the terms of this Agreement, and such breach is not corrected within twenty-one (21) days, after written notification; or
15.2.5 At any time, for any other reason, be notified of a minimum period of 30 (thirty) days.
15.3 The Agent may terminate this Agreement by giving not less than sixty (60) days' written notice.
15.4 Upon termination of this Agreement in accordance with the above provisions or upon the expiry of the Contractual Period:
15.4.1 The Parties shall cooperate to ensure the prompt, orderly and effective conclusion of their relations and any outstanding matters, including, but not limited to:
15.4.2 The Agent subject to clause 15(a) shall immediately cease to provide the Agent Services or perform any other service under this Agreement;
15.4.3 The Agent shall, within 14 (fourteen) days, return to LinkedPay the Agent's Mobile Equipment and any other property belonging to LinkedPay, in the possession of the Agent, in good working order, except for normal wear and tear from use;
15.4.4 The Agent shall immediately cease using the Agent's Mobile Equipment, the LinkedPay Brand & Trade Name or any other intellectual property of LinkedPay and shall immediately return to LinkedPay all promotional, branding and advertising materials, as well as all Confidential Information in its possession;
15.4.5 In the event that the Agent, for the services provided, has credits to be received from LinkedPay, he shall be entitled to the Commission, under the terms of this Agreement, provided that the same has not been paid before the date of termination, and the Agent shall not be entitled to any other claim against LinkedPay, whether in respect of any expenses or losses arising therefrom, directly or indirectly, business, reputational damage or any other loss.
15.5 No Commission will be paid to the Agent after the date of termination of this Agreement.
15.6 Unless otherwise provided, the termination of this Agreement, regardless of its cause, and without prejudice to the continuation of any provision which expressly or impliedly comes into force or continues in force after termination, shall be without prejudice to any rights of the Parties acquired prior to termination.
LinkedPay shall be entitled to set off any amounts due to the Agent under this Agreement against any amounts owed by 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 phone, Mobile Equipment, Internet, terminals or any support or sharing networks resulting from circumstances beyond LinkedPay's reasonable control.
18.1 None of the Parties to this Agreement shall be held liable for failure to comply with its obligations under this Agreement, where the failure to comply is caused by acts of God or force majeure, i.e. by circumstances beyond the control of the Parties, including phenomena of nature, fires, floods, states of war, accidents, scarcity 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 A Party affected by an act of God or force majeure shall notify the other Party immediately in writing of the extent of the event and the estimated period during which it shall be unable to comply or by which it shall be obliged to delay the performance of its obligations under this Agreement, and shall also notify the other Party when its effects have ceased.
18.3 Except as provided in the previous paragraph, if the impediment arising from an unforeseeable event or force majeure continues for a period of more than ninety (90) days, either Party shall be entitled 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 shall be valid only if it is in writing and signed by or on behalf of each Party.
19.2 In the event of a 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 actions contained herein are cumulative and not exclusive of any rights or actions provided by law. Failure 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, later at any time.
19.4 If any provision of this Agreement is declared, by any judicial or other competent authority or by an arbitrator designated hereunder, to be void, voidable, illegal or unenforceable, the Parties shall reasonably amend such provision in accordance with the intention of the Parties, if this is not possible, such provisions shall be severed from this Agreement, without affecting the remaining provisions, which will continue to remain in force and binding on the Parties.
19.5 The Agent shall pay LinkedPay's expenses in recovering any amounts owed by the Agent, including legal fees and fees.
19.6 LinkedPay shall not be liable to the Agent for any indirect, consequential or special damages arising out of any act or omission of LinkedPay or any third party for which LinkedPay is liable, 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 any third party in connection with this Agreement without the prior written consent of LinkedPay.
19.8 Nothing in this Agreement creates a partnership between the Parties or constitutes a Party as a partner of 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, whatever form or purpose.
19.9 All communications or notices under this Agreement will, unless otherwise stated, be in writing and sent to the addresses specified below.
20.1 Disputes arising out of the performance of this Agreement shall be resolved as follows: (i) Mediation; (ii) Arbitration. If Mediation is chosen, it will take place in the Extrajudicial Dispute Resolution Centers (CREL), in accordance with the Mediation Rules in force at the time of the dispute. If at the end of the period of 1 (one) month the dispute is not resolved, in whole or in part, through 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 is an integral part thereof.
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