Merchant agreement
The standard Hlawula MoR merchant agreement, clause by clause — drafted for review by fintech counsel before the first customer signs. Plain-language notes included.
Appointment as merchant of record
The merchant appoints Hlawula MoR (Pty) Ltd as its reseller: Hlawula purchases the right to distribute the product and resells it to end customers in its own name. Hlawula — not the merchant — is the seller on every invoice, receipt and card statement.
Why it mattersThis single clause is what moves tax, refund and chargeback liability onto Hlawula. Without it, you are just a payment gateway with extra steps.
Covered products & acceptable use
A schedule lists the exact products Hlawula will resell, plus prohibited categories. Merchant warrants it owns or controls all IP in the covered products.
Why it mattersThe objects clause of Hlawula’s incorporation covers payment processing and invoicing — this schedule is where your product formally enters that scope.
Fees & pass-through costs
Hlawula charges 5% of each charge. Card processing by PayFast or Peach (2.9% + R 5.00 per transaction) is passed through at cost inside payout netting. No monthly minimums; FX spread disclosed per payout.
Why it mattersEvery rand that leaves gross volume must be traceable to a line in this clause — that is what makes the payout job auditable.
Settlement & payout terms
Payouts run weekly to the merchant’s nominated bank account, net of fees, refunds, chargebacks and tax collected. Settlement rail: RMB / FirstRand business API. Rolling reserve of 5% for 90 days applies while chargeback history is established.
Why it mattersDefines exactly when money becomes the merchant’s money — and what can be held back and why.
Taxes
Hlawula calculates, collects and remits indirect taxes (VAT / GST / sales tax) in every jurisdiction where it is obliged, including its SARS VAT registration (4910263842). The merchant remains responsible for its own income tax on net revenue received.
Why it mattersThe cleanest split in the whole agreement: indirect tax on us, income tax on you. Disputes about indirect tax are defended by Hlawula.
Refunds & chargebacks
Hlawula sets refund policy within consumer-law minimums and funds refunds and chargebacks from gross volume before payout. Abuse thresholds: chargeback ratio above 1% for two consecutive months triggers review.
Why it mattersThis is where “who owes what when a refund hits” is answered — before it happens, in writing.
Data protection & POPIA
Hlawula acts as operator under POPIA for payment data and as responsible party for tax records. Cross-border transfer safeguards are listed for EU/UK customer data.
Why it mattersAs seller of record, Hlawula must be able to lawfully hold customer and transaction data in every market it sells into.
Liability & indemnities
Hlawula indemnifies the merchant for indirect-tax assessments and payment-scheme fines arising from Hlawula’s processing. Merchant indemnifies Hlawula for IP and product claims. Mutual cap: fees paid in the trailing 12 months, carve-outs for fraud and wilful misconduct.
Why it mattersThe MoR shift only works if the liability transfer is explicit — this is the clause your attorney will spend the most time on.
Term, termination & wind-down
Either party may terminate on 30 days’ notice. Active subscriptions are honoured to the end of their paid term or migrated to the merchant’s own billing at the merchant’s election.
Why it mattersCustomers bought from Hlawula — the wind-down clause stops termination from stranding their subscriptions.
Governing law & disputes
South African law governs. Disputes go to arbitration in Johannesburg under AFSA rules; urgent interdicts may go to the High Court.
Why it mattersMatches the incorporation domicile — the seller of record, the VAT registration and the contract all point at the same jurisdiction.
Template prepared for attorney review. Not legal advice. Final wording is settled with fintech counsel and attached as the signed schedule to each merchant onboarding.