1. Purpose of this Policy
This Policy outlines the extent of CoPay’s responsibility, liability, and user obligations when using the CoPay escrow platform.
It ensures compliance with the Central Bank of Kenya (CBK) Guidelines for Payment Service Providers (2020), the Kenya Data Protection Act (2019), and CoPay’s service agreements with licensed financial partners (Cellulant Tingg).
2. Nature of CoPay’s Role
CoPay operates solely as a neutral escrow intermediary facilitating safe digital payments between buyers and sellers.
- CoPay does not manufacture, sell, deliver, or endorse any products or services transacted through its platform.
- CoPay does not act as an agent, guarantor, or representative of either party beyond its escrow role.
- CoPay’s liability is limited strictly to the amount of funds held in escrow at the time of a verified claim.
3. User Responsibilities
All registered users agree to:
- Use CoPay only for lawful and ethical transactions;
- Provide accurate and verifiable information during account registration and transactions;
- Maintain confidentiality of their CoPay access credentials;
- Ensure that goods or services sold comply with applicable Kenyan laws;
- Bear sole responsibility for delivery, product quality, and transaction fulfillment;
- Initiate all withdrawal or refund actions personally through authorized CoPay channels.
4. Indemnification Clause
By using CoPay services, the user agrees to indemnify and hold harmless CoPay Escrow Solutions Limited, its affiliates, officers, employees, agents, and financial partners (including Cellulant Tingg) from and against any and all claims, losses, liabilities, damages, costs, and expenses (including legal fees) arising from:
- Violation of CoPay’s Terms, Privacy, or Refund and Escrow Policies;
- Breach of applicable laws, including anti-money-laundering (AML) or counter-terrorism financing (CFT) regulations;
- Sale or purchase of prohibited or illegal goods as defined under CoPay’s Prohibited Transactions List;
- Fraud, misrepresentation, or negligence by the user or their agents;
- Disputes between buyers, sellers, or third parties;
- Unauthorized access, misuse, or disclosure of user credentials;
- Any tax or reporting obligation arising from user transactions.
5. Limitation of Liability
CoPay’s maximum liability in any claim, whether contractual or otherwise, shall not exceed the transaction amount held in escrow at the time of the dispute.
CoPay shall not be liable for:
- Loss of profit, goodwill, or business opportunity;
- Indirect, consequential, or punitive damages;
- Product defects, counterfeit goods, or late delivery;
- Payment delays caused by third-party systems, network failures, or force majeure events.
Users acknowledge that escrow funds may be processed through third-party partners (Cellulant Tingg), and CoPay is not liable for technical or operational failures outside its direct control.
6. Force Majeure
CoPay shall not be liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, power failures, strikes, cyberattacks, government restrictions, or regulatory interventions.
7. Dispute Resolution
Any dispute between CoPay and a user shall first be resolved through good-faith negotiation. If unresolved, the dispute will be referred to arbitration in Nairobi in accordance with the Arbitration Act (No. 4 of 1995). The arbitral award shall be final and binding on all parties.
8. Severability
If any provision of this Policy is held invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.
9. Governing Law
This Policy is governed by and construed in accordance with the laws of Kenya.