Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and The Other Bhengu (PTY) Ltd, trading as The Geek (Registration No. to be assigned), a company incorporated in the Republic of South Africa ("Company", "we", "us", "our").

These Terms govern your access to and use of the SDPKT digital wallet application ("SDPKT", "the App", "the Service"), including all associated websites, APIs, mobile applications, and related services.

By creating an account, accessing, or using SDPKT, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms referenced herein. If you do not agree, you must not use the Service.

2. Definitions

In these Terms, unless the context indicates otherwise:

• "Wallet" means the electronic stored-value account maintained for you within SDPKT.
• "Pocket" means one of the three sub-accounts within your Wallet: Spend, Save, or Earn.
• "Envelope" means a digital bearer instrument created within SDPKT that holds a specified value and can be transferred to another person by sharing the Envelope code or link.
• "Transaction" means any transfer of value, purchase, top-up, withdrawal, or other financial operation performed through the Service.
• "KYC" means Know Your Customer, the identity verification process required to access certain features and higher transaction limits.
• "Mesh Network" means the CircleAether peer-to-peer communication protocol enabling offline and low-connectivity functionality.
• "Virtual Card" means a digitally issued payment card linked to your Wallet for online or contactless transactions.
• "Third-Party Provider" means any external service provider whose products or services are accessible through SDPKT, including but not limited to Glocell, payment gateways, and utility providers.
• "ZAR" means South African Rand, the lawful currency of the Republic of South Africa.

3. Eligibility

To use SDPKT, you must:

• Be at least 18 years of age, or the age of legal majority in your jurisdiction;
• Be a natural person (not a corporation, partnership, or other legal entity, unless specifically authorised);
• Have the legal capacity to enter into a binding agreement;
• Not be a person barred from using financial services under South African law or the laws of your jurisdiction;
• Not have previously had an SDPKT account terminated for violation of these Terms;
• Provide accurate, current, and complete registration information.

We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion where we reasonably believe eligibility requirements are not met.

4. Account Registration and KYC Verification

4.1 Registration

To use SDPKT, you must register an account by providing your mobile phone number, creating a secure PIN, and accepting these Terms. You are responsible for maintaining the confidentiality of your account credentials. Any activity conducted through your account is deemed to be your activity.

4.2 KYC Verification

In compliance with the Financial Intelligence Centre Act 38 of 2001 ("FICA") and related regulations, we are required to verify your identity. KYC verification involves submitting:

• A valid South African identity document (ID book, smart ID card, or passport);
• Proof of residential address (not older than 3 months);
• A live selfie for biometric verification.

Unverified accounts have limited functionality and reduced transaction limits. Full access to all features, including higher transaction limits, P2P transfers, virtual cards, and Envelope creation, requires completed KYC verification.

4.3 Accuracy of Information

You warrant that all information provided during registration and KYC is accurate, truthful, and up to date. Providing false or misleading information constitutes a material breach of these Terms and may result in immediate account suspension or termination, and may be reported to the relevant authorities.

5. Wallet Structure: Three-Pocket Architecture

Your SDPKT Wallet is divided into three distinct Pockets:

5.1 Spend Pocket

Your primary transactional account. Funds in the Spend Pocket are available for immediate use, including P2P transfers, retail purchases (airtime, data, electricity), bill payments, and Virtual Card transactions.

5.2 Save Pocket

A savings sub-account designed to help you set aside funds. Transfers from Save to Spend require explicit confirmation to discourage impulsive spending. The Save Pocket does not constitute a bank deposit account and is not covered by any deposit insurance scheme.

5.3 Earn Pocket

An account that receives loyalty rewards, cashback, referral bonuses, and mesh network relay node incentives. Funds in the Earn Pocket may be subject to specific conditions before they can be transferred to the Spend Pocket. Earn rewards are granted at our sole discretion and may be modified, suspended, or discontinued at any time.

Important: SDPKT is not a bank. Funds held in your Wallet are stored-value balances, not bank deposits, and are not protected by any deposit guarantee or insurance scheme. We do not pay interest on Wallet balances.

6. Services

SDPKT provides the following services, subject to availability and your verification level:

6.1 Peer-to-Peer (P2P) Transfers

Send money instantly to other SDPKT users using their mobile phone number. P2P transfers between SDPKT wallets are free of charge. Transfers are irreversible once confirmed.

6.2 Airtime, Data, and Electricity Purchases

Purchase prepaid airtime, data bundles, and electricity tokens through our integrated retail platform. These services are provided by Third-Party Providers (including Glocell and municipal utilities) and are subject to their respective terms and conditions. Delivery is typically instant but may be delayed due to network or provider issues beyond our control.

6.3 Bill Payments

Pay bills from participating billers directly from your Wallet. Processing times vary by biller and we do not guarantee real-time payment application by the biller. You are responsible for ensuring payment details (account numbers, reference numbers) are correct.

6.4 Virtual Cards

Create virtual payment cards linked to your Spend Pocket for online and contactless transactions. Virtual Cards are subject to separate card scheme rules and may carry additional terms. You are responsible for all transactions made with your Virtual Card.

6.5 Loyalty Rewards

Earn rewards through qualifying transactions, referrals, and promotional activities. Rewards are credited to your Earn Pocket. We reserve the right to modify reward rates, eligibility criteria, or the rewards programme entirely at any time, with reasonable notice.

6.6 Envelopes (Digital Bearer Instruments)

Envelopes allow you to create transferable digital bearer instruments containing a specified value. An Envelope can be shared via a link or code and redeemed by any SDPKT user.

By using Envelopes, you acknowledge and agree that:

• Envelopes function as bearer instruments — whoever holds the Envelope code or link can redeem the value;
• You are solely responsible for safeguarding Envelope codes and links;
• We are not liable for Envelopes redeemed by unintended recipients if the code or link was shared, lost, or compromised;
• Unclaimed Envelopes may expire after 90 days, with funds returned to the sender's Wallet;
• We may impose limits on Envelope creation amounts and frequency.

6.7 CircleAether Mesh Networking

SDPKT integrates CircleAether mesh networking technology to enable limited functionality in low-connectivity or offline environments. Transactions initiated via the mesh network are queued and processed when an internet connection becomes available (either directly or through a gateway node).

Mesh network terms:

• Mesh-relayed transactions are not guaranteed to process in real-time;
• You may earn relay node incentives (paid in ZAR to your Earn Pocket) for relaying other users' data through your device;
• Relay node participation is voluntary and does not guarantee earnings;
• We do not guarantee mesh network availability, coverage, or performance;
• You consent to your device participating in the mesh network when the feature is enabled.

7. Top-Up, Funding, and Fees

7.1 Top-Up Methods

You may add funds to your SDPKT Wallet using the following methods:

Fees are deducted from the top-up amount or charged in addition, as displayed at the time of the transaction. We reserve the right to modify fees with 30 days' written notice. Current fees are always displayed in the App before you confirm a transaction.

7.2 Transaction Limits

These limits apply to verified (KYC-complete) accounts. Unverified accounts are subject to lower limits as prescribed by applicable regulations. We may adjust limits at any time in accordance with regulatory requirements or risk management policies.

7.3 Withdrawals

Withdrawals from your Wallet to a linked bank account are subject to processing times, withdrawal fees, and verification requirements. Withdrawal requests are processed within 1-3 business days. We may delay or refuse a withdrawal if we suspect fraud, money laundering, or a violation of these Terms.

8. User Obligations and Prohibited Conduct

8.1 General Obligations

You agree to:

• Use the Service only for lawful purposes and in compliance with all applicable South African laws;
• Keep your account credentials (PIN, passwords, biometric data) confidential and secure;
• Notify us immediately if you suspect unauthorised access to your account;
• Ensure your registered mobile number and contact details remain current;
• Review transactions promptly and report discrepancies within 30 days;
• Comply with all reasonable instructions we may issue regarding the use of the Service.

8.2 Prohibited Conduct

You must not:

• Use SDPKT for money laundering, terrorist financing, or any other financial crime;
• Use the Service to process proceeds of unlawful activities;
• Create multiple accounts without our prior written consent;
• Use the Service to circumvent sanctions, embargoes, or other trade restrictions;
• Reverse-engineer, decompile, or attempt to extract the source code of the App;
• Interfere with, disrupt, or overload the Service or its infrastructure;
• Use automated bots, scripts, or scrapers to interact with the Service;
• Impersonate another person or entity;
• Transfer your account to any other person;
• Use the Service in a manner that could damage our reputation or brand;
• Exploit referral or loyalty programmes through fraudulent or artificial means.

9. Security

9.1 Your Security Responsibilities

You are responsible for the security of your device, account credentials, and all activity occurring under your account. We strongly recommend enabling biometric authentication and keeping your device's operating system and the SDPKT App up to date.

9.2 Unauthorised Transactions

If you become aware of or suspect any unauthorised transaction or access to your account, you must notify us immediately by contacting support@sdpkt.co.za or through the in-app support feature.

You will not be liable for unauthorised transactions that occur after you have notified us of compromised credentials, provided such notification was made without unreasonable delay. Transactions completed before notification remains your responsibility, except where caused by a failure of our systems.

9.3 Account Suspension

We may suspend or restrict your account immediately and without prior notice if we reasonably suspect:

• Unauthorised access or fraudulent activity;
• A breach of these Terms;
• A legal or regulatory requirement to do so;
• Activity inconsistent with your normal transaction patterns.

We will endeavour to notify you of any suspension as soon as practicable and restore access once the issue is resolved, unless prohibited by law.

10. Privacy and Data Protection

Your privacy is important to us. Our collection, use, processing, and storage of your personal information is governed by our Privacy Policy and the Protection of Personal Information Act 4 of 2013 ("POPIA").

By using the Service, you consent to:

• The collection and processing of your personal information as described in our Privacy Policy;
• The sharing of your information with Third-Party Providers to the extent necessary to deliver the Service;
• The sharing of your information with regulatory and law enforcement authorities as required by law;
• The use of your transaction data in anonymised and aggregated form for analytics and service improvement.

11. Intellectual Property

All intellectual property rights in the Service, including but not limited to the App, its design, features, content, trademarks, logos, and underlying technology (including CircleAether mesh protocol implementation), are and remain the exclusive property of The Other Bhengu (PTY) Ltd or its licensors.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use the App solely for your personal, non-commercial use in accordance with these Terms. This licence does not include the right to:

• Modify, adapt, or create derivative works of the App;
• Sublicense, sell, or distribute the App or any part thereof;
• Use the App for any commercial purpose without our prior written consent.

12. Third-Party Services

SDPKT integrates with Third-Party Providers to deliver certain services, including but not limited to airtime and data vending (via Glocell), electricity token distribution, payment processing, and bill payments.

You acknowledge and agree that:

• We act as an intermediary and are not the direct provider of third-party products and services;
• We do not guarantee the availability, accuracy, quality, or timely delivery of third-party services;
• Third-party services are subject to the respective provider's terms and conditions;
• Service disruptions, errors, or failures by Third-Party Providers are beyond our control;
• Where a third-party service fails (e.g., airtime not delivered, electricity token not issued), we will use reasonable efforts to facilitate a refund or resolution, but our liability is limited to the amount you paid for the specific transaction;
• Payment gateway outages or processing errors do not create liability on our part beyond the refund of the affected amount.

13. Limitation of Liability

13.1 General Limitation

To the maximum extent permitted by South African law:

• The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Our total aggregate liability to you for all claims arising out of or relating to the Service shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the claim, or R5,000.00, whichever is greater;
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.

13.2 Specific Exclusions

Without limiting the above, we are not liable for:

• Losses resulting from your failure to secure your account credentials;
• Losses arising from transactions you have authorised, including those resulting from fraud perpetrated by third parties upon you;
• Service interruptions caused by force majeure events (including but not limited to natural disasters, power outages, telecommunications failures, government actions, or pandemic-related disruptions);
• Losses arising from the failure, delay, or unavailability of Third-Party Provider services;
• Envelopes redeemed by unintended recipients due to your sharing of Envelope codes or links;
• Losses incurred through the use of mesh network features, including delayed or failed transaction processing;
• Fluctuations in cryptocurrency value between the time of top-up and credit to your Wallet;
• Losses arising from your non-compliance with these Terms or applicable law.

13.3 Consumer Protection

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under the Consumer Protection Act 68 of 2008 ("CPA") or any other applicable mandatory legislation. To the extent any provision is found to be in conflict with the CPA, the CPA shall prevail.

14. Indemnification

You agree to indemnify, defend, and hold harmless The Other Bhengu (PTY) Ltd, its directors, officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or conduct on the Service;
• Your violation of these Terms;
• Your violation of any applicable law or the rights of any third party;
• Any transaction you initiate or authorise through the Service.

15. Dispute Resolution

15.1 Internal Resolution

If you have a complaint or dispute regarding the Service, you should first contact us at support@sdpkt.co.za. We will acknowledge your complaint within 2 business days and endeavour to resolve it within 10 business days.

15.2 Mediation

If the dispute cannot be resolved through our internal process, either party may refer the matter to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA) or an agreed-upon mediator.

15.3 Arbitration

If mediation fails, the dispute shall be finally resolved by arbitration administered by AFSA in accordance with its arbitration rules. The arbitration shall take place in Johannesburg, Gauteng, South Africa. The arbitrator's decision shall be final and binding.

15.4 Urgent Relief

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction where necessary to protect its rights.

16. Termination

16.1 Termination by You

You may close your account at any time through the App (Settings > Security > Delete Account) or by contacting support. Before closure, you must withdraw or transfer all funds from your Wallet. Any remaining balance after 90 days of account closure will be forfeited.

16.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach any material provision of these Terms;
• We are required to do so by law, regulation, or court order;
• We suspect fraud, money laundering, or other financial crime;
• You fail to complete KYC verification when required;
• Your account has been inactive for 12 consecutive months.

16.3 Effect of Termination

Upon termination:

• Your right to use the Service ceases immediately;
• Pending transactions may be cancelled or completed at our discretion;
• You remain liable for any outstanding obligations;
• We will retain your data as required by FICA (minimum 5 years) and POPIA;
• Sections 11, 13, 14, 15, and 17 survive termination.

17. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, including but not limited to:

• The Electronic Communications and Transactions Act 25 of 2002 ("ECTA");
• The Financial Intelligence Centre Act 38 of 2001 ("FICA");
• The Protection of Personal Information Act 4 of 2013 ("POPIA");
• The Consumer Protection Act 68 of 2008 ("CPA");
• The National Payment System Act 78 of 1998;
• The Financial Sector Regulation Act 9 of 2017.

Subject to the dispute resolution provisions in Section 15, the High Court of South Africa, Gauteng Division, Johannesburg, shall have jurisdiction over any legal proceedings arising from these Terms.

18. Amendments

We may amend these Terms at any time. Material changes will be communicated to you via in-app notification, email, or SMS at least 30 days before the changes take effect. Your continued use of the Service after the effective date of any amendment constitutes your acceptance of the amended Terms.

If you do not agree with any amendment, you must stop using the Service and close your account before the amendment takes effect.

19. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Notices: All notices to us should be sent to support@sdpkt.co.za. Notices to you will be sent to your registered email address, phone number, or via in-app notification.
• Language: These Terms are drafted in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.
• No Agency: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and us.

20. Contact Information

For questions, complaints, or requests regarding these Terms, contact us at: