Terms of use

Last updated: 7 October 2026

These general terms of use (the “Terms”) govern access to the 221 hub and its API, and the use of the 221 Pay payment service. They consist of three parts: Part I applies to every User, Part II also applies to every Merchant using 221 Pay, and Part III contains the common provisions. In the event of a conflict, Part II prevails over Part I with respect to 221 Pay. These Terms are a translation; the French version prevails (article 38.7).

Part I. General provisions and hub

This part applies to any person who visits the site, uses the API or opens an Account, whether or not they use 221 Pay.

1. Purpose

The Terms set out the rules for accessing and using the Service published by Orvene Labs Technologies, and the respective rights and obligations of the Publisher and the User. Together with the privacy policy, the price list and the technical documentation published on the site, they form the entire agreement between the parties.

2. Definitions

The following capitalised terms have the meaning given below, in the singular and the plural.

• Publisher or 221: Orvene Labs Technologies, publisher of the Service (orvlabs.com).
• Service: all services provided under the 221 brand, namely the Hub and 221 Pay, available in particular at 221.orvlabs.com and pay.orvlabs.com, together with the related API, SDKs and documentation.
• Hub: the part of the Service that publishes data, a directory, procedures, guides and a data access API.
• 221 Pay: the part of the Service that allows a Merchant to accept mobile money payments, issue refunds, handle disputes and withdraw its funds, through a dashboard, payment links, an API and webhooks.
• User: any person who accesses the Service, with or without an Account.
• Merchant: any User, individual or legal entity, who uses 221 Pay to receive payments, whether acting as an individual, freelancer, creator, developer, association or company.
• Customer: the person who pays a Merchant through 221 Pay.
• Account: the personal space opened by a User with an email address and a password.
• Project: the workspace attached to an Account, which groups API Keys, webhooks, members and, for 221 Pay, the operations and balances of a business.
• Member: a person invited to a Project with the admin, user or read_only role.
• API Key: the secret identifier that authenticates API calls on behalf of a Project, in the format sk_221_pay_test_… for Test mode and sk_221_pay_live_… for Live mode.
• Test mode: the 221 Pay simulation environment, with no movement of real money.
• Live mode: the 221 Pay environment in which operations involve real money.
• Payment Partners: the licensed partner institutions and operators that execute payment operations, including mobile money operators.
• Payment Method: a mobile money service accepted by 221 Pay in a given country.
• Operation: a collection, a refund or a payout.
• Collection: a payment by a Customer to a Merchant.
• Refund: the return to the Customer of all or part of a confirmed Collection.
• Payout: the transfer of all or part of a Merchant’s available balance to a Payout Number.
• Payout Number: the mobile money number registered by the Merchant to receive its Payouts.
• Dispute: a challenge to a Collection by a Customer, a Payment Partner or an authority.
• Balance: the statement, kept by 221 for each Project and each Payment Method, of the amounts due to the Merchant, distinguishing the available balance and the reserved balance.
• Reserve: the part of the Balance that 221 may make unavailable as security for the Merchant’s obligations, under the conditions of article 25.
• Fees: 221’s remuneration due on each Operation.
• Data: the datasets, directory entries, procedures and content published by the Hub.
• User Content: any information, data, image or text provided by the User to the Service, including a logo, a product description or an error report.
• Applicable Regulations: all laws, regulations, instructions and decisions applicable to the User, to 221 or to the Payment Partners, in particular in Senegal and in the West African Economic and Monetary Union (UEMOA).

3. Acceptance and capacity

3.1 Acceptance

Use of the Service constitutes full acceptance of the Terms. Opening an Account, enabling Live mode and any new version of the Terms are subject to express acceptance, timestamped and kept by 221. A User who does not accept the Terms must stop using the Service.

3.2 Capacity

The User represents that they are at least 18 years old and have full legal capacity to enter into contracts. The Service is not intended for minors.

3.3 Legal entities

A person who opens an Account or a Project on behalf of a company, association or any other entity represents and warrants that they are authorised to bind that entity. The entity is then a party to the Terms and is responsible for the acts of that person and of every Member they invite. Without such authority, the person who accepted the Terms is personally liable.

3.4 Accuracy of information

The User provides accurate, complete and up-to-date information and updates it without delay when it changes. 221 may at any time request confirmation or evidence of this information.

4. Description of the Hub

4.1 Content

The Hub publishes Data from public or open sources, a directory, procedures, guides and an API. Each item of Data comes with its source and licence, available on the Licences and sources page.

4.2 Indicative nature

The Hub’s Data and content are provided for general and indicative information. They are neither legal, tax, accounting, financial or regulatory advice, nor an official document, nor a commitment by any public body. They may contain errors, omissions or discrepancies with the source. The User checks with the official source any information on which they base a decision.

4.3 Independence

221 is independent from the public bodies, authorities and companies named on the site, including ANSD, ARTP, CDP, APIX, BCEAO, Wave and Orange. The mention of an organisation or a brand implies no partnership, approval or recommendation.

4.4 Error reports

Any error can be reported from the Report an error page. 221 decides freely on the action taken on a report.

5. Access, free use and quotas

5.1 Free use

Access to the Hub’s Data and API is free of charge. 221 Pay is subject to the Fees defined in article 21.

5.2 Quotas

Calls to the data API are limited per day according to the access tier:

221 Pay routes are subject to an anti-abuse limit per Project and per minute. An API Key may be restricted by its holder: permitted products, daily limit and validity period. 221 may change quotas and limits, generally or for a given Account, in particular to preserve the stability of the Service.

5.3 Fair use

It is prohibited to circumvent quotas, in particular by multiplying Accounts, IP addresses or API Keys, to overload the Service, to extract its content in an automated way beyond the quotas, or to use a third party’s API Key.

6. Account and security

6.1 Opening

The Account is opened with an email address and a password. A User may hold only one Account, unless 221 agrees otherwise.

6.2 Two-factor authentication

Two-factor authentication is available, by authenticator app (TOTP) or by code sent by email, with backup codes. It is strongly recommended for every Account, and in particular before enabling Live mode.

6.3 Confidentiality of credentials

The User keeps their password, two-factor codes, backup codes and API Keys secret. An API Key is displayed only once, when it is created; 221 keeps only a fingerprint of it and cannot retrieve it. An API Key must never appear in a mobile app, a web page, a public code repository or a message.

6.4 Responsibility for actions

Any action performed with the User’s credentials, session or API Key is deemed to be performed by the User and binds them, including where it results from negligence, a compromise or the action of a Member. 221 is not required to verify the identity of the person using valid credentials.

6.5 Compromise

In the event of loss, theft or suspected compromise, the User immediately revokes the API Keys concerned, changes their password and informs 221 at [email protected]. Rotating an API Key keeps the old key valid for a grace period chosen by the User; that period remains the User’s responsibility. Operations performed before revocation remain the User’s responsibility.

7. Projects, members and roles

An Account may create up to 20 Projects. Each Project may include Members with one of the following roles: admin (full management), user (use) or read_only (read only). The Project holder chooses the Members they invite, grants them only the rights strictly necessary and promptly removes access for anyone who no longer needs it. The holder is responsible for all acts of its Members as for its own.

8. Prohibited uses

8.1 Prohibited uses of the Service

The Service may not be used to:

1. breach the Applicable Regulations or the rights of a third party;
2. test, probe or circumvent the security of the Service without 221’s prior written agreement;
3. access an Account, Project, data or systems without authorisation;
4. introduce a virus, malicious code or any mechanism likely to disrupt the Service;
5. reverse engineer, decompile or disassemble the Service, except to the extent expressly permitted by law;
6. resell, sublicense or make available access to the Service or an API Key, except for an integration permitted by the Terms;
7. impersonate any person, or falsely present a connection with 221, a public body or an operator;
8. collect personal data from the Service in breach of the law, or send unsolicited communications;
9. publish or transmit unlawful, defamatory, hateful, violent or discriminatory content, or content that infringes privacy.

8.2 Activities prohibited with 221 Pay

In addition, it is prohibited to collect, refund or withdraw funds related, directly or indirectly, to the following activities:

1. unlawful goods or services, or goods or services whose sale is reserved for licensed professionals where the Merchant is not licensed;
2. gambling, betting, lotteries and casinos, unless a valid administrative authorisation is provided to 221 and accepted in writing;
3. weapons, ammunition, explosives and their components;
4. narcotics, psychotropic substances, medicines without authorisation and products presented as their legal equivalents;
5. pornographic or sexual content and services, prostitution and escort services;
6. crypto-assets, currency exchange, speculation, binary options, trading on behalf of third parties and promises of financial returns;
7. pyramid schemes, chain selling, Ponzi schemes, unauthorised rotating savings schemes (tontines) or collective investments;
8. collection of donations or savings, crowdfunding and public offerings without the required authorisations;
9. counterfeit or pirated products, or products that infringe an intellectual property right;
10. persons, entities, countries or activities subject to sanctions of the United Nations, UEMOA, Senegal or any other State whose regulations apply to the Payment Partners;
11. money laundering, financing of terrorism or of the proliferation of weapons of mass destruction, and any operation intended to conceal the origin or destination of funds;
12. financial, money transfer, credit, debt collection or electronic money services carried on without a licence, including making 221 Pay available to third parties for their own account;
13. misleading sales, hidden subscriptions, unfair commercial practices and goods or services that are never delivered;
14. protected species, illicitly exported cultural property, organs and products of the human body;
15. hateful or violent activities, or activities that undermine human dignity;
16. any other activity that 221 or a Payment Partner reasonably considers to present an excessive legal, financial or reputational risk, and notifies to the Merchant.

8.3 Consequences

In the event of a breach of this article, 221 may, without notice, block an Operation, suspend an API Key, a Project or an Account, hold funds under the conditions of Part II and inform the competent authorities where the Applicable Regulations so provide, without prejudice to any damages.

9. 221’s intellectual property

9.1 Ownership

The Service, its software, API, documentation, interfaces, texts, layout and the databases it constitutes, as well as the 221 and 221 Pay trademarks and related logos, are the property of Orvene Labs Technologies or its licensors. The Terms do not transfer any right.

9.2 API licence

221 grants the User, for the duration of their access, a non-exclusive, non-transferable, revocable and limited licence to use the API, the SDKs and the documentation to integrate the Service into their own applications, in accordance with the Terms and the documentation. SDKs published under an open source licence are governed by that licence.

9.3 Trademarks

The User may use the 221 and 221 Pay trademarks and logos only to state, accurately, that they use the Service, without suggesting a partnership or endorsement, and without modifying them.

10. Data licences

Each dataset may be reused under the licence stated in its page and on the Licences and sources page. The User complies with that licence, in particular attribution to the source, and does not present any Data as official or certified by 221. Editorial content of the Hub that does not carry its own licence may be reproduced only with a mention of the source and a link to the original page, for a non-misleading use.

11. User Content and feedback

11.1 Licence

The User grants 221, worldwide and for the duration of the rights, a non-exclusive and royalty-free licence to host, reproduce, adapt and display their User Content to the extent necessary to provide the Service. For a Merchant, this licence covers in particular the display of its name and logo on payment pages and receipts.

11.2 Warranties

The User warrants that they hold the necessary rights to their User Content and that it is lawful. The User indemnifies 221 against any third-party claim in this respect.

11.3 Feedback

Ideas, suggestions and feedback sent to 221 may be used freely by 221, without obligation or payment.

11.4 Removal

221 may remove or disable access to any User Content that is manifestly unlawful or contrary to the Terms.

12. Conversational assistant

A conversational assistant may be offered in the signed-in area. It is disabled by default. Its answers are generated automatically, may be inaccurate and are neither advice nor a commitment by 221. No API Key, password, identity document or bank details may be shared with it.

Part II. Specific terms of 221 Pay

This part applies, in addition to Part I, to every Merchant and every use of 221 Pay, in Test mode and in Live mode.

13. Description and role of 221

13.1 Features

221 Pay allows the Merchant to accept mobile money payments, including Wave, Orange Money, MTN MoMo, Moov Money and Togocel (T-Money), in Senegal, Côte d’Ivoire, Burkina Faso, Togo and Benin, in CFA francs (XOF), according to the Payment Methods enabled for each country and each Project. The Merchant can create payment links, integrate the API, receive webhooks, issue refunds, respond to Disputes and withdraw its available balance to a Payout Number. The availability of a Payment Method depends on the Payment Partners and may change.

13.2 Status of 221

221 is a technical service provider. 221 is not a bank, a credit institution, a payment institution, an electronic money institution or a microfinance institution within the meaning of the WAMU (UMOA) regulations, and does not claim any BCEAO licence. 221 does not take deposits from the public, does not open payment accounts, does not issue electronic money and does not grant credit.

13.3 Role of the Payment Partners

Payment services within the meaning of BCEAO Instruction No. 001-01-2024 on payment services in the WAMU, in particular the acquiring of payment transactions and money transfers, are executed by the Payment Partners in accordance with their respective licences. Collected funds are received and held within the regulated chain formed by the Payment Partners, under the rules applicable to them. 221 provides the software, the API, the dashboard, the transmission of orders to the Payment Partners, the keeping of Balances, the reconciliation of Operations and support to the Merchant.

13.4 Nature of the Balance

The Balance shown in the dashboard is a statement of the amounts due to the Merchant for confirmed Operations, after Fees, Refunds, Disputes, Reserve and other amounts owed. It is neither a deposit, nor a payment account, nor a claim payable on demand against 221. No interest or remuneration is paid on the Balance.

13.5 Payment Partners’ terms

The Merchant and its Customers may be subject to the own terms of the Payment Partners and mobile money operators. The Merchant agrees that 221 transmits to the Payment Partners the information necessary to execute Operations and comply with the Applicable Regulations. 221 may change or add Payment Partners, without this altering the Merchant’s rights under the Terms.

14. Test mode and Live mode

14.1 Test mode

Test mode runs on a simulator. No Test mode Operation moves real money, has any value or creates any right for the Merchant or a third party. Test mode balances, fees and notifications are fictitious. Presenting a Test mode Operation as a real payment constitutes fraud.

14.2 Live mode

Live mode is enabled by the Merchant for each Project, after accepting the Terms. 221 may make enabling, or maintaining, Live mode conditional on identity verification, the provision of documents or compliance with Operation limits. sk_221_pay_live_… API Keys trigger real and irreversible Operations, subject to articles 23 and 24.

15. Identity verification and anti-money laundering

15.1 Framework

221 Pay is provided in compliance with the Applicable Regulations on combating money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction (AML/CFT/CPF), in particular, in Senegal, Law No. 2024-08 of 14 February 2024, which transposes the UEMOA directive on the subject, and the Payment Partners’ own obligations.

15.2 Identity (KYC) and business (KYB) verification

Identity verification is optional for collecting, within the limits set by 221, and mandatory before any Payout and before registering a Payout Number. It covers a valid identity document and may include a selfie and a liveness check. For a legal entity, 221 may request any document relating to its existence, directors, beneficial owners and activity, including its registration, tax identification and articles of association.

15.3 Additional documents

221 may at any time, including after Live mode is enabled, request any useful evidence: source of funds, nature of the business, invoices, proof of delivery, contracts, website, administrative authorisations, identity of Customers for a given Operation. The Merchant provides these items within the time stated in the request.

15.4 Refusal and suspension

221 may refuse a verification, refuse to open or maintain Live mode, suspend Operations or Payouts, or end the relationship, in particular where the information is incomplete, inconsistent or false, where the Merchant does not respond to a request, or where the risk profile so requires. 221 is not required to give reasons where the Applicable Regulations prohibit it.

15.5 Reporting and freezing

221 and the Payment Partners may, in compliance with their respective legal obligations, report a suspicious transaction to the national financial intelligence unit (CENTIF) or any competent authority, apply an asset freezing measure, and hold the funds concerned for the required period. Where the law prohibits it, the Merchant is not informed. 221 incurs no liability to the Merchant for performing these obligations in good faith.

15.6 Retention

Documents and information collected are kept for the period required by the applicable AML/CFT Regulations, including after the Account is closed, under the conditions described in the privacy policy.

16. Merchant’s obligations towards its Customers

16.1 Commercial relationship

The Merchant is the sole party to the sale or service contract entered into with its Customer. 221 and the Payment Partners are not parties to it and do not guarantee the quality, conformity or delivery of the goods and services.

16.2 Information and fairness

Before payment, the Merchant clearly displays its identity, contact details, the description of the goods or services, their total price in CFA francs, the delivery or performance terms and its refund and complaints policy. It complies with the Applicable Regulations on consumer protection, in particular, in Senegal, Law No. 2021-25 of 12 April 2021 on prices and consumer protection, and, for online sales, Law No. 2008-08 of 25 January 2008 on electronic transactions.

16.3 Performance and complaints

The Merchant delivers the goods and performs the services paid for, handles its Customers’ complaints diligently and issues the Refunds due. It charges the Customer no surcharge for the use of 221 Pay without clearly informing the Customer before payment.

16.4 Customer data

The Merchant is responsible for processing its Customers’ data that it collects or transmits through 221 Pay, in particular their phone number and email address. It informs them of this processing and of the involvement of 221 and the Payment Partners, and has a legal basis for each item of data transmitted. For this data, 221 acts on the Merchant’s instructions, except where it processes the data for its own legal obligations, in particular AML/CFT and fraud prevention.

16.5 Payment pages and receipts

Payment pages display the Merchant’s name and logo. The Merchant may enable email receipts to the Customer; it warrants that the address provided is the Customer’s and that the Customer agreed to provide it.

17. Integration, API and webhooks

17.1 Integration

The Merchant integrates 221 Pay in accordance with the documentation, at its sole responsibility. It is responsible for its servers, applications, sites, providers and the security of its integration.

17.2 Idempotency and retries

After a network error or a timeout, the Merchant resends a request with the same idempotency key and the same content. A request resent under another key may create a second Operation, the consequences of which the Merchant bears.

17.3 Webhooks

Webhooks notify the Merchant of changes in Operations and Disputes. The Merchant verifies the signature of each notification, processes each notification idempotently and reads the state of the object again through the API before any important decision. 221 retries delivery of notifications for a limited period but does not guarantee their receipt, order or timing. The non-receipt of a webhook does not change the state of an Operation.

17.4 Authoritative record

The state of an Operation as shown by 221’s API and dashboard is authoritative between the parties, subject to article 23.

18. Collections

18.1 Initiation

A Collection is initiated by the Merchant, through the API or a payment link, and approved by the Customer with their mobile money operator. 221 does not guarantee that a Customer will complete the payment.

18.2 Confirmation

A Collection is deemed confirmed only when its status is confirmed. The Merchant does not deliver goods or perform a service on the basis of a screenshot, an SMS or a statement by the Customer.

18.3 Limits

221 and the Payment Partners may set minimum and maximum amounts per Operation, as well as daily or monthly ceilings, per Payment Method, per Merchant or per Customer. The ceilings of the mobile money operators that apply to the Customer also apply.

18.4 Refusal

221 may refuse, block or cancel a Collection that presents a risk of fraud, an inconsistency or a breach of the Terms or the Applicable Regulations.

19. Refunds

19.1 Conditions

A Refund relates to a confirmed Collection, for all or part of its amount, within the remaining refundable amount. It is sent to the mobile money number that paid, where that number was provided with the Collection, and debited from the Merchant’s available balance, which must cover it.

19.2 Quote and Fees

Each Refund is preceded by a quote that fixes the amounts for its validity period. The Merchant chooses, for each Refund or through a Project default setting, whether the Refund Fees are borne by the Merchant or deducted from the amount returned to the Customer. The Merchant informs the Customer of this choice in accordance with its refund policy.

19.3 Irreversibility

An executed Refund cannot be cancelled. The Merchant checks the amount before approval. The original Collection Fees are not returned.

20. Disputes, fraud and losses

20.1 Notification

When a Dispute is opened on a Collection, 221 informs the Merchant through the dashboard and webhooks. The Merchant may accept the Dispute or challenge it by providing, within the stated time, any useful evidence. Failing a response within that time, the Dispute is deemed accepted.

20.2 Decision

The decision on a Dispute rests with the Payment Partner or operator concerned, under its own rules. 221 transmits the Merchant’s evidence but does not guarantee the outcome of the Dispute.

20.3 Allocation of losses

The Merchant bears all losses relating to its Operations, in particular the amounts of lost Disputes, Refunds, fraudulent or unauthorised Operations, reversals decided by a Payment Partner or an authority, penalties, fines and charges imposed by a Payment Partner or an authority because of its business, and the related Fees, whether these losses result from its own acts, those of its Members, its Customers or third parties.

20.4 Hold

As soon as a Dispute is opened, 221 may make unavailable an amount equal to the disputed sum and related Fees, until the Dispute is closed.

20.5 Fraud prevention

The Merchant implements reasonable fraud prevention measures and promptly reports any suspicious Operation to 221. 221 may apply automated and manual checks, which do not transfer the burden of losses to 221.

21. Fees

21.1 Amount

The applicable Fees are those of the price list in force on the date of the Operation, published on the Fees page and through the API. At the date of these Terms, the Fees are 2% of the amount of each Collection, each Payout and each Refund. They include operator fees, unless the price list states otherwise.

21.2 Calculation and deduction

Fees are calculated on the amount of the Operation, rounded to the nearest CFA franc, and deducted automatically: on confirmation for a Collection, on execution for a Payout or a Refund. The net amount of each Operation is shown in the dashboard and the API, and, for a Payout or a Refund, in the prior quote.

21.3 Non-refundable Fees

Fees for an executed Operation are not returned, including in the event of a Refund or a Dispute, except for an error attributable to 221.

21.4 Changes

221 may change the Fees with 30 days’ notice, sent by email and shown in the dashboard. A Merchant who refuses the change may stop using 221 Pay before it takes effect. A reduction in Fees or a new Payment Method may apply without notice.

21.5 Statements

221 provides the Merchant with the details of its Operations and the Fees deducted. On request, 221 issues the invoices or Fee statements required by the Applicable Regulations.

22. Payouts and settlement timing

22.1 Conditions

A Payout is possible only after the Merchant’s identity has been verified and a Payout Number registered. It relates to the available balance, within the applicable per-Payout, daily or monthly ceilings.

22.2 Payout Number in the Merchant’s name

The Payout Number must be a mobile money account opened in the name of the Merchant or, for a legal entity, of an authorised representative whose capacity has been verified. 221 may refuse a Payout Number or request any proof of ownership.

22.3 Accuracy of the number

The Merchant is solely responsible for the accuracy of the Payout Number and the information entered. A Payout executed to a wrong number entered by the Merchant cannot be cancelled; 221 provides reasonable assistance in recovering it without guaranteeing success.

22.4 Timing

The time needed to make funds available and to execute Payouts depends on the Payment Partners, the operators, security and compliance checks, and business days. It is given for information only; no timing is guaranteed.

22.5 Quote

Each Payout is preceded by a quote stating the Fees and the net amount received, valid for a limited period. The approved quote is authoritative.

23. Unknown outcomes and reconciliation

23.1 Statuses

An Operation may be pending, confirmed, failed or of unknown outcome, in particular where an operator does not respond or responds ambiguously.

23.2 Handling

An Operation of unknown outcome is never deemed failed nor automatically resent. The amounts concerned remain reserved until reconciliation with the Payment Partners. The Merchant does not create a second Operation to make up for an Operation of unknown outcome; otherwise, it bears the risk of double payment.

23.3 Correction

221 may at any time correct a Balance entry to bring it into line with the actual outcome of the Operation established by reconciliation, including after a status has been notified to the Merchant. The Merchant returns any amount it has used in error.

24. Negative balance, set-off and recovery

24.1 Set-off

221 may set off and deduct from any Balance, any Reserve and any future Collection of the Merchant, whatever the Project or Payment Method, any amount the Merchant owes under the Terms, in particular Fees, Refunds, Dispute amounts, reconciliation corrections and the losses referred to in article 20.3.

24.2 Negative balance

Where the amounts owed exceed the Balance, the Merchant repays the negative balance within 15 days of 221’s request, by the means 221 indicates. Failing this, the amounts owed bear interest at the statutory rate from the formal notice, and 221 may suspend the Account, recover its claim by any legal means and entrust recovery to a third party, recovery costs being borne by the Merchant to the extent permitted by law.

24.3 Multiple Accounts

Where several Accounts or Projects are controlled by the same person or entity, 221 may set off amounts owed under one against amounts due under another.

25. Reserve and deferred payouts

25.1 Establishment

221 may establish a Reserve, or increase its amount, where it reasonably considers that the risk of Disputes, Refunds, fraud, negative balance or default by the Merchant justifies it, in particular in the event of a high Dispute rate, a change of business, deferred deliveries, unusual peaks, a request from an authority or a Payment Partner, or termination.

25.2 Terms

The Reserve may take the form of a fixed amount, a percentage of Collections or a deferral of Payouts. 221 notifies the Merchant of its amount, its reason where the law permits, and its expected duration. Unless required by an authority or a Payment Partner, or a Dispute is pending, the Reserve is released no later than 180 days after the last Collection covered.

25.3 No interest

The Reserve bears no interest. It may be applied to the payment of any amount owed by the Merchant.

26. Taxes

The Merchant is solely responsible for determining, declaring and paying the taxes, duties and levies due on its sales and income, including value added tax, in each country concerned. Fees are exclusive of taxes, which are added where the Applicable Regulations so require. 221 may provide tax authorities with the information the law requires it to transmit.

27. Suspension and termination of 221 Pay

27.1 Termination by the Merchant

The Merchant may stop using 221 Pay at any time, by disabling Live mode on its Projects, once pending Operations are settled. The Account can be deleted only when no Live mode balance remains.

27.2 Suspension by 221

221 may suspend, without notice and with immediate effect, all or part of 221 Pay for a Merchant, a Project, an API Key or a Payment Method, in particular in the event of suspected fraud, a security risk, a breach of the Terms, a requirement of an authority or a Payment Partner, failure to respond to a request for documents, an abnormal Dispute rate or a negative balance.

27.3 Termination by 221

221 may terminate access to 221 Pay:

1. at any time, with 30 days’ notice;
2. with immediate effect, in the event of fraud or serious suspicion of fraud, breach of article 8, serious legal or financial risk, false statement, request of an authority or a Payment Partner, or serious breach by the Merchant.

27.4 Effects on funds

After termination, whatever the cause, 221 stops accepting new Collections, completes the reconciliation of pending Operations, deducts all amounts owed and may maintain a Reserve under the conditions of article 25. The available balance is then paid to the Merchant’s verified Payout Number, subject to freezing measures, AML/CFT obligations and decisions of the authorities. Funds of unlawful or fraudulent origin are not paid out and may be returned to Customers or handed over to the authorities, in accordance with the law.

Part III. Common provisions

28. Availability of the Service

28.1 Service as is

The Service is provided as is and as available. 221 uses reasonable means to ensure its operation and security, as an obligation of means. No service level, availability rate or response time is guaranteed.

28.2 Maintenance and changes

221 may interrupt the Service for maintenance, updates or security, where possible outside peak hours and with prior notice where possible. 221 may change, replace or withdraw a feature, an API version or a Payment Method; a withdrawal affecting a Live mode integration is announced with reasonable prior notice, except where required by law, security or a Payment Partner.

28.3 Dependencies

The Service depends on telecommunication networks, mobile money operators, Payment Partners, hosting providers and other third parties that 221 does not control. 221 is not liable for their failures.

29. Disclaimer of warranties

To the extent permitted by law, 221 excludes any warranty not expressly provided for in the Terms, in particular fitness of the Service for a particular purpose, absence of errors or interruptions, accuracy or completeness of the Data, and commercial results.

30. Limitation of liability

30.1 Excluded damages

221 is not liable for indirect damages, including loss of revenue, profit, customers, opportunity, data or reputation, nor for damages resulting from an act of the User, a Member, a Customer, a Payment Partner, an operator or another third party, or from force majeure.

30.2 Cap

For 221 Pay, 221’s total liability to a Merchant, for all causes combined, is limited to the amount of Fees actually received by 221 from that Merchant during the 3 months preceding the event giving rise to liability. For the Hub, which is provided free of charge, 221’s liability is excluded to the fullest extent permitted by law.

30.3 Legal limits

The exclusions and limitations of this article apply to the extent permitted by Senegalese law, in particular the Code of Civil and Commercial Obligations. They do not apply in the event of fraud (dol) or gross negligence (faute lourde) by 221, nor to personal injury, nor where the law prohibits such a limitation. They do not deprive a consumer of rights granted by a mandatory provision.

30.4 Merchants’ funds

The limitations of this article do not allow 221 to keep an amount due to the Merchant outside the cases provided for by the Terms or the law.

30.5 Time limit for claims

Any claim relating to an Operation is sent to 221 within 60 days of the Operation. After that period, the Operation is deemed accepted by the Merchant, except in the event of fraud by 221 or a contrary legal provision.

31. Indemnification

The User indemnifies and holds harmless 221, its officers, employees and providers against any claim, action, loss, fine, penalty and expense, including reasonable legal fees, arising from their use of the Service, their User Content, their relationships with their Customers, a breach of the Terms or the Applicable Regulations, or an infringement of a third party’s rights. 221 informs the User of the claim and allows them to take part in its defence, but the User may not settle on 221’s behalf without its written consent.

32. Force majeure

Neither party is liable for a failure caused by an event beyond its reasonable control, including a natural disaster, an epidemic, a conflict, civil unrest, a strike, a power or network outage, a failure or interruption of a mobile money operator or a Payment Partner, a large-scale cyberattack, a decision of an authority, regulator or central bank, or a change in the Applicable Regulations. The User’s obligations to pay amounts owed are not suspended by force majeure.

33. Personal data

221 processes personal data in compliance with Law No. 2008-12 of 25 January 2008 on the protection of personal data, under the supervision of the Commission for the Protection of Personal Data (CDP). The processing operations, their purposes, retention periods and the rights of data subjects are described in the privacy policy.

34. Confidentiality

Each party keeps confidential the non-public information received from the other party in connection with the Service, in particular technical, commercial, security and specific pricing information, and uses it only to perform the Terms. This obligation does not apply to information that is public, already known, lawfully received from a third party, or whose disclosure is required by law, an authority or a Payment Partner. It survives for 3 years after the end of the relationship.

35. Evidence and electronic communications

The parties agree that 221’s electronic records, in particular connection logs, timestamps, acceptances of the Terms, Operation states and email exchanges, are authoritative between them, unless proven otherwise, in accordance with Law No. 2008-08 of 25 January 2008 on electronic transactions. 221’s notices are validly given by email to the Account address or by a message in the dashboard. The User maintains a valid and monitored email address.

36. Changes to the Terms

221 may change the Terms. A material change is notified at least 30 days before it takes effect, by email and on the site. A change required by law, an authority or a Payment Partner, or necessary for the security of the Service, as well as the addition of a feature, may apply immediately. A User who refuses a change stops using the Service and may delete their Account under the conditions of article 27.1; continued use after the effective date constitutes acceptance.

37. Term and end of the relationship

The Terms apply for as long as the Service is used. The User may delete their Account from the settings, subject to article 27.1. 221 may suspend or close an Account under the conditions of articles 8.3 and 27, or after prolonged inactivity following prior notice. Articles 9, 11, 15.6, 20, 24, 25, 26, 27.4, 30, 31, 34, 35 and 39 survive the end of the relationship.

38. Miscellaneous

38.1 Assignment

The User may not assign or transfer the Terms, their Account or their Projects without 221’s written consent. 221 may assign the Terms to a company in its group or to the acquirer of all or part of its business, after informing the User.

38.2 Subcontracting

221 may use providers to perform the Service and remains responsible for their services towards the User within the limits of the Terms.

38.3 Entire agreement

The Terms, the privacy policy, the price list and the documentation form the entire agreement between the parties and supersede any prior agreement on the same subject. The User’s own general terms are not binding on 221.

38.4 Severability

If a provision is declared void or unenforceable, it is replaced by the valid provision closest to its purpose, and the other provisions remain in force.

38.5 No waiver

221’s failure to rely on a breach does not constitute a waiver of the right to rely on it later.

38.6 Independent parties

The parties are independent. The Terms create no agency, partnership, employment or representation. The Merchant does not present 221 as its agent or as the seller of its goods or services.

38.7 Language

The Terms are written in French and translated into English. In the event of a discrepancy, the French version prevails.

39. Governing law and disputes

The Terms are governed by Senegalese law and by the applicable UEMOA and WAMU texts. In the event of a dispute, the parties first seek an amicable solution: the most diligent party sends a written claim to the other, and the parties have 30 days from its receipt to reach an agreement. Failing this, the dispute is submitted to the competent courts of Dakar, including in the case of multiple defendants or third-party claims, subject to mandatory rules of jurisdiction protecting consumers. Urgent or interim measures may be requested at any time from the competent court.

40. Contact

Any question, complaint or notice relating to the Terms is sent to Orvene Labs Technologies at [email protected]. Information about the publisher is in the legal notice. An overview of 221 Pay is on the 221 Pay page.