Wave Transfer Limited, a company incorporated in the Gambia under company number 2018/C6364 and having its registered office at 2nd Street East, Fajara M Section, Kanifing Municipality, The Gambia (“Wave” or “we” or “us”), is licensed by the Central Bank of the Gambia to conduct business relating to the issue and distribution of electronic money, mobile payments, and related activities, using its online platform.

These Balance Top-Up Terms and Conditions are supplemental to Wave’s User Terms and Conditions and set out the terms and conditions pursuant to which Wave offers its balance top-up service, advancing electronic money to Customers to enable them to complete permitted transactions on their Wave Account, where they would otherwise have insufficient funds.

By opting-in to the balance top-up service you agree to be bound by these Balance Top-Up Terms and Conditions and Wave’s policies, as may be modified from time to time.

1. Definitions

1.1  In these Balance Top-Up Terms and Conditions the following definitions will apply:

“Agreement” shall mean the agreement between Wave and the Customer regarding the Service, as set out in these Balance Top-Up Terms and Conditions;

“Application” shall mean the mobile phone application enabling the Customer to access their Wave Account using their confidential login credentials and to make deposits, withdrawals, transfers and payments of electronic money;

“Customer” or “you” shall mean any user of Wave’s platform who has applied to use the Service and accepted these Balance Top-Up Terms and Conditions;

“Default Event” shall mean any of the events of default particularised at clause 14.2;

“Disbursement Date” shall mean the date of payment of the Top-Up Amount into your Wave Account;

“Fee” shall mean the fee applicable for the Service as specified at clause 6.1;

“Penalty” shall mean penalties applied for late repayment of the Top-Up Amount, after the Repayment Date has passed, as specified at clause 8.1;

“Personal Data” shall mean all information regarding Customers including, without limitation, Customer names, telephone numbers and such other information that will enable the Customer to be identified; and information relating to the Customer’s use of the Service;

“Repayment Amount” shall mean the Top-Up Amount together with the Fee and any Penalties, if applicable;

“Repayment Date” shall mean the final date, at the end of the Term, by which the Customer must repay the Top-Up Amount and the Fee;

“Service” shall mean the balance-top up service whereby Wave advances the Top-Up to Customers to enable Customers to complete permitted transactions on their Wave Account, where the Customer’s Wave Account would otherwise have insufficient funds to complete the transaction;

“Term” shall mean the period agreed for full repayment of the Top-Up, being seven (7) calendar days from the date when the outstanding Top-Up was first granted;

“Top-Up” shall mean the electronic money advanced by Wave to the Customer’s Wave Account to enable transactions where the Customer’s Wave Account would otherwise have insufficient funds, resulting in a negative account balance;

"Top-Up Amount” shall mean the amount of the Top-Up advanced to the Customer, denominated in Gambian Dalasi;

“Top-Up Limit” shall mean the maximum Top-Up Amount available to a Customer, as notified by Wave from time to time;

“VAT” shall mean value added tax at the prevailing rate; and

“Wave Account” shall mean the electronic money account, opened in the name of the Customer and linked to the Customer’s mobile phone number, accessible through the Application.

1.2 In these Balance Top-Up Terms and Conditions use of the singular may include the plural and vice versa, as the context requires.

2. Eligibility criteria

2.1 Your eligibility for the Service shall be determined automatically by Wave's algorithm, which analyses available information including Customer transaction history, to establish a Customer’s eligibility for the Service and their Top-Up Limit. Only eligible Customers shall be invited to apply for the Service.

2.2 The following further eligibility criteria apply:

2.2.1 you must be an individual adult over 18 years of age;

2.2.2 you must have a registered and fully identified Wave Account that has been active for at least three (3) months prior to the date of your application.

2.3 Notwithstanding clauses 2.1 and 2.2 above, Wave reserves the right, in its sole discretion, without assigning any reason, to determine a Customer’s eligibility for the Service.

3. Acceptance

3.1 Eligible Customers may agree (opt-in) or decline (opt-out) to utilise the Service by following the instructions provided in the Application.

3.2 By opting-in for the Service you warrant and represent to Wave that you meet all of the eligibility criteria at clause 2 above; and you agree to comply with and be bound by these Balance Top-Up Terms and Conditions as amended from time to time.

4. The Top-Up

4.1 When you opt-into the Service, the Top-Up Amount will be paid into your Wave Account and the following information shall be available to you in the Application: the Top-Up Amount; the Term; the Repayment Date; the Fee; and the Repayment Amount.

4.2 You may only utilise the Top-Up to complete the following permitted transactions on your Wave Account:

4.2.1 send money to other Wave accounts; and

4.2.2 make payments using your Wave Account.

4.3 We may from time to time add to or withdraw the permitted transactions listed at clause 4.2 above.

5. Top-Up Limit

5.1 You may check your Top-Up Limit in the Application, after you opt-in for the Service.

5.2 Your Top-Up Limit as published in the Application shall be varied by any of the following transactions:

5.2.1 disbursement of the Top-Up Amount, which shall reduce the Top-Up Limit by the same amount; and

5.2.2 repayment of all or part of the Repayment Amount, which shall increase the Top-Up Limit by the Top-Up Amount repaid.

5.3 Wave reserves the right to review and revise (up or down) Customer Top-Up Limits, based on transaction history, or any other reason at its discretion, without giving any reasons.

5.4 Any variation to your Top-Up Limit shall be visible in the Application, and your continued use of the Service will constitute acceptance of your revised Top-Up Limit.

6. Fees

6.1 A Fee of 2% of the Top-Up Amount accruing on the Disbursement Date and a further Fee of 1% of the outstanding Top-Up Amount accruing in respect of each subsequent day of the Term until and including the Repayment Date (inclusive of VAT and all other applicable taxes), or such other amount as may be published in the Application and notified to you from time to time, shall apply in respect of each separate Top-Up.

6.2 The Fees shall be payable by the Customer, together with the Top-Up Amount, on or before the end of the Term i.e. by no later than the Repayment Date.

7. Repayment of the Top-Up

7.1 Provided that no Default Event has occurred, the Top-Up shall be available to the Customer for the duration of the Term.

7.2 If a Default Event occurs, the Repayment Amount shall become immediately due and payable by the Customer to Wave.

7.3 The Term shall not be affected by any subsequent Top-Up disbursed within the Top-Up Limit.

7.4 You acknowledge and agree that you shall be liable to Wave for repayment of the Repayment Amount, in full, and you hereby irrevocably instruct Wave to automatically deduct such amounts from any sums credited to your Wave Account at anytime after the disbursement of the Top-Up, without further notice to you. Depending upon the balance in your Wave Account, the Repayment Amount may be collected in one or more instalments, until it is repaid in full.

7.5 In the event that there are insufficient funds in your Wave Account for repayment of the Repayment Amount, in full, you hereby irrevocably instruct Wave to automatically deduct such amounts from any sums held by you in any other account(s) held with Wave and registered in your name.

7.6 Any funds available in your Wave Account shall be applied towards repayment of the Repayment Amount in the following order of priority:

7.6.1 firstly, repayment of Penalties;

7.6.2 secondly, repayment of Fees; and

7.6.3 finally, repayment of the Top-Up Amount.

8. Late repayment and other breaches

8.1 In the event of failure to repay the Top-Up Amount and the Fee by the Repayment Date, a Penalty of 1% of the Repayment Amount (inclusive of VAT and all other applicable taxes) shall apply for each day overdue, up to five (5) days after the Repayment Date i.e. the total Penalty in respect of late repayment of any Top-Up shall not exceed 5% of the Repayment Amount;

8.2 In the event of late repayment of the Repayment Amount, after the Repayment Date:

8.2.1 the Customer shall not qualify for any new or additional Top-Up i.e. their Top-Up Limit shall be zero;

8.2.2 Wave shall send the Customer reminder messages (by SMS or by notification within the Application), to advise the Customer that repayment is overdue;

8.2.3 Wave may initiate all recovery actions available to it under the laws and regulations in force in the Gambia;

8.3 You acknowledge and agree that you shall be liable to Wave for the payment of all costs and expenses (including professional advisory fees and legal costs) incurred by Wave in obtaining or attempting to obtain repayment of the Repayment Amount; and that such amounts may be deducted from your Wave Account, without further notice to you.

9. Changes to the amount of the Fees and Penalties

9.1 Wave reserves the right to vary the Fees and Penalties from time to time, on seven (7) days’ notice to you, having regard to prevailing rules and regulations, and provided that any such change shall apply only in respect of Facilities disbursed after the date when such new Fees and Penalties become effective.

10. Data privacy

10.1 You agree that:

10.1.1 Wave shall process your Personal Data in accordance with the terms of Wave’s Privacy and Cookie Notice published in the Application;

10.1.2 Wave may use your Personal Data for purposes of deciding whether to offer you the Service, determining your Top-Up Limit, and delivering the Service to you;

10.1.3 Wave may send your Personal Data to, and receive your Personal Data from, credit reference bureaus, independent debt-collection agencies and other third parties for reasonable commercial purposes connected to your use of the Service.

11. Due diligence, audit rights and investigations

11.1 Wave operates an anti-fraud and anti-money laundering compliance program and reserves the right to perform due diligence checks on all Customers.

11.2 You agree to provide to Wave all such information and documentation as we may require:

11.2.1 in order to verify your adherence to, and performance of, your obligations under these Balance Top-Up Terms and Conditions;

11.2.2 for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or

11.2.3 as otherwise required by law or applicable regulation.

11.3 You agree to cooperate with us, including by providing witness statements to the police or other law enforcement agencies, in order to investigate any frauds or disputed transactions relating to your Wave Account.

12. Warranties

12.1 You represent and warrant to Wave that:

12.1.1 you are eligible to use the Service and have the right, power, and ability to enter into the Agreement with Wave;

12.1.2 you will only use the Service to transact on your own account and not on behalf of any other person or entity;

12.1.3 you will not use the Service, directly or indirectly, for any fraudulent or other illegal undertaking; and

12.1.4 you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the government of The Gambia, the United Nations, the United States government, the United Kingdom, the European Union or its member states, or any other applicable government authority.

13. Breach of these Balance Top-Up Terms and Conditions

13.1 In the event of any breach of suspected breach of the Agreement:

13.1.1 the Repayment Amount shall become immediately due and payable; and

13.1.2 we reserve the right to suspend the Service or terminate the Service and/or your Wave Account.

14. Term and termination

14.1 The Agreement between Wave and the Customer is governed by these Balance Top-Up Terms and Conditions, and enters into force on the date the Customer opts-in to the Service and continues in force unless and until terminated in accordance with the provisions of this clause 14.

14.2 Wave reserves the right to terminate the Agreement with you if any of the following Default Events occur:

14.2.1 where you do not pay the Repayment Amount in full by the Repayment Date;

14.2.2 if there is reasonable apprehension that you are unable to pay your debts or we receive notice that you have admitted any inability to pay your debts as they become due;

14.2.3 if any judgment or decree in any legal proceedings is passed against you which is not satisfied within seven (7) days of demand;

14.2.4 if you are convicted under any criminal law in force;

14.2.5 if you use the Service or the Top-Up for unauthorised purposes;

14.2.6 where we detect or reasonably suspect any actual or attempted abuse, misuse, fraud, or any other illegal activity relating to your use of the Service;

14.2.7 if we reasonably suspect or believe that you are in breach of these Balance Top-Up Terms and Conditions or the Wave Account Terms and Conditions;

14.2.8 if your Wave Account is suspended or terminated for whatever reason, or becomes inactive or dormant;

14.2.9 if we are required or requested to comply with an order, instruction, or recommendation from the government, a regulator, the court or any other competent authority requiring termination of the Agreement; or

14.2.10 if we decide to suspend or cease provision of the Service for commercial reasons or for any other reason as we may determine.

14.3 You may unsubscribe from the Service at any time by submitting a request to that effect directly in the Application or by contacting us as provided at clause 26.1.

14.4 If you unsubscribe from the Service without any outstanding Repayment Amount or other liability to Wave, this Agreement shall terminate automatically.

15. Effects of termination, death and bankruptcy

15.1 Upon the termination of the Agreement for any reason:

15.1.1 Wave shall terminate the Service and may also suspend or terminate your Wave Account;

15.1.2 any outstanding Repayment Amount shall become immediately due and payable; and

15.1.3 all other provisions of these Balance Top-Up Terms and Conditions that expressly or by implication are intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

15.2 On your death or bankruptcy, your obligations under the Agreement shall remain in full force and effect until such a time as they shall be duly satisfied, or a competent court shall make a ruling in respect of the Agreement.

16. Limitations and exclusions of liability

16.1 Wave shall use all reasonable endeavours to ensure that availability of the Service is uninterrupted. However, due to the nature of the internet, this cannot be guaranteed. Your use of the Service may from time to time be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities. Wave shall attempt to limit the frequency and duration of any such suspension or restriction.

16.2 You shall be responsible for:

16.2.1 the proper storage and use of your mobile phone, and ensuring no unauthorised use of your mobile phone;

16.2.2 the compatibility of your mobile phone with the Service;

16.2.3 the confidentiality of your Wave account log-in credentials; and

16.2.4 all transactions made using your mobile phone and relating to the Service.

16.3 Wave shall not be responsible for:

16.3.1 unavailability of, or failure to deliver, the Service;

16.3.2 any unauthorised transactions relating to the Top-Up or your Wave Account, resulting from your unauthorised use or manipulation of your Wave Account credentials;

16.3.3 any losses arising out of any event or events beyond our reasonable control;

16.3.4 any business losses including (without limitation) wasted expenditure, loss or damage to profits, income, revenue, anticipated savings, business, contracts, commercial opportunities, or goodwill;

16.3.5 any special, indirect or consequential loss or damage; and

16.3.6 any losses that were not caused by any breach on our part.

16.4 You agree to immediately notify Wave as provided at clause 26.1 where unauthorised use of the Service has occurred or may occur.

16.5 Notwithstanding this clause 16, nothing in these Balance Top-Up Terms and Conditions limits or excludes Wave’s responsibility for liabilities that may not be excluded under applicable law.

17. Indemnification

17.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of acting on your instructions or requests any breach by you of any provision of these Balance Top-Up Terms and Conditions.

18. Subcontracting and assignment

18.1 You agree that you may not assign, transfer, subcontract or otherwise deal with any of your rights and/or obligations under the Agreement. In the event of any breach of this clause by you, Wave shall have the right to terminate the Agreement with immediate effect.

18.1 Wave may, subject to compliance with applicable laws and regulations, assign, transfer, subcontract or otherwise deal with its rights and/or obligations under the Agreement.

19. Third party rights

19.1 A contract under these Balance Top-Up Terms and Conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party. The exercise of Wave’s or the Customer’s rights under these Balance Top-Up Terms and Conditions is not subject to the consent of any third party.

20. Entire agreement

20.1 These Balance Top-Up Terms and Conditions, Wave’s User Terms and Conditions, and Wave’s policies shall constitute the entire agreement between you and us in relation to your use of the Service and shall supersede any previous agreements between you and us in relation to your use of the Service.

21. Hierarchy

21.1 Should these Balance Top-Up Terms and Conditions, Wave’s User Terms and Conditions, and Wave’s policies be in conflict, these Balance Top-Up Terms and Conditions, Wave’s User Terms and Conditions, and Wave’s policies shall prevail in the order here stated.

22. No waiver

22.1 No waiver of any breach of any provision of these Balance Top-Up Terms and Conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of these Balance Top-Up Terms and Conditions.

23. Variation

23.1 We may modify these Balance Top-Up Terms and Conditions, any policy, or the features of the Service from time to time, on at least seven (7) days written notice to you.

23.2 If you do not agree to any change to these Balance Top-Up Terms and Conditions, any policy or feature of the Service, you may terminate the Agreement by contacting us as provided at clause 26.1. You will be deemed to accept the changes if you do not contact us to terminate the Agreement.

24. Severability

24.1 If a provision of these Balance Top-Up Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

24.2 If any unlawful and/or unenforceable provision of these Balance Top-Up Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

25. Notices

25.1 You can contact Wave by calling our toll free line 1222 or by emailing gmsupport@wave.com.

25.2 By opting-in for the Service and accepting these Balance Top-Up Terms and Conditions, you consent to receive notices electronically from us. We may provide all communications and information related to the Service and your Wave Account, in electronic format, by posting to our website or Application, by notification within the Application, or by SMS. All such communications will be deemed to be notices in writing and received by and properly given to you.

26. Law and jurisdiction

26.1 These Balance Top-Up Terms and Conditions shall be governed by and construed in accordance with the laws of the Gambia.

26.2 Any disputes relating to these Balance Top-Up Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of the Gambia.