Romela Pula

Terms and Conditions

Effective date: 19 August 2026
Contracting party: BrusselsMara Ltd (UK). Romela Pula is a software product of BrusselsMara Ltd.

In plain language. Romela Pula is software for payment instructions, invoices, payroll, and reports. We are not a bank. When money is collected or paid out, that movement is carried out by independently licensed banks, mobile money operators, and payment institutions (our Payment Partners). Your contract for the Platform is with BrusselsMara only. These Terms do not name those institutions and do not make any of them a party to your relationship with us. If you use the Platform in Botswana, the Botswana Country Addendum also applies.

Contents

  1. Who we are
  2. The agreement
  3. What the Platform does — and does not do
  4. How collections and payouts are executed
  5. Eligibility and accounts
  6. Identity checks and financial crime controls
  7. Your Romela Pula Balance
  8. Funding your Balance and fees
  9. Payouts, invoice settlement, and payroll
  10. Prohibited use
  11. Instructions, errors, and reversals
  12. Availability and delays
  13. Personal data
  14. Intellectual property
  15. Liability
  16. Suspension, closure, and unclaimed balances
  17. Changes to these Terms
  18. Complaints, governing law, and contact
  19. Force majeure
  20. Notices
  21. Country Addenda

1. Who we are

1.1 These Terms and Conditions (Terms) are issued by BrusselsMara Ltd (we, us, our), a company incorporated in England and Wales under company number 15157581. Romela Pula is a software product of BrusselsMara Ltd. Registered office: 58 Northbank Gardens, Manchester M19 1BE, United Kingdom. Contact: info@brusselsmara.com. Romela Pula includes the WhatsApp assistant, the web application, business tools, APIs, receipts, and related software (the Platform).

1.2 Local marketing presence. In Botswana, the Platform is marketed and locally supported by RomelaPula (Pty) Ltd, a wholly-owned subsidiary of BrusselsMara Ltd (the Local Marketing Entity). The Local Marketing Entity:

2. The agreement

2.1 These Terms are a contract between you and BrusselsMara Ltd for the use of the Romela Pula software platform.

2.2 By registering, signing in, messaging the WhatsApp assistant, or otherwise using the Platform, you agree to these Terms. If you use the Platform on behalf of a business, you confirm you are authorised to bind that business.

2.3 These Terms stand on their own. You are not a party to any master services agreement, API contract, or similar agreement we hold with our third-party payment partners.

2.4 Invoice wording that a business user adds for its own customers (payment due dates, late fees, and similar) is that business's contract with its customer, not ours.

2.5 Our Privacy Policy explains how we handle personal data. It forms part of your relationship with us for data protection purposes.

3. What the Platform does — and does not do

3.1 We are a software provider. The Platform provides a technology interface that allows you to: open a software profile and maintain a balance record (your Romela Pula Balance); fund that Balance through supported bank or mobile-money channels; submit instructions for local and cross-border payouts to bank accounts or mobile money wallets; create, send, and collect invoices (business accounts); instruct payroll payouts (business accounts); and download receipts and business reports.

3.2 We are not a bank, e-money issuer, credit provider, or deposit-taking institution. We do not offer savings, interest, loans, investment products, or payment cards.

3.3 We do not hold ourselves out as the licensed payment institution or money-transfer principal that operates the underlying collection or payout rails in each country. Those rails are operated entirely by independent, licensed financial institutions (our Payment Partners).

3.4 We do not supply the goods or services described on any invoice created on the Platform. We only provide software and transmit payment instructions related to that invoice.

3.5 Nothing in the Platform is legal, tax, or accounting advice. You remain responsible for taxes, PAYE, VAT, exchange-control filings, and employment law that apply to you in your country of residence.

3.6 Basis of service. Our ability to provide the Platform as described in this clause 3 depends on our Payment Partners acting at all times as the licensed principal for collection, custody, and payout of funds in each relevant country, holding such funds in their own name and for their own regulatory account, and not as our agent or sub-contractor for regulatory purposes. We rely on written confirmations from each Payment Partner to that effect.

4. How collections and payouts are executed

4.1 When you fund a Balance, send money, pay an invoice, or run payroll, you instruct us to transmit a collection or payout instruction to our Payment Partners.

4.2 Collections and payouts are executed solely by independently licensed banks, mobile money operators, and payment institutions in the relevant country. We select and instruct these Payment Partners via API as part of operating the Platform.

4.3 Your contract for the Platform is with BrusselsMara only. Payment Partners do not enter a contract with you through these Terms. These Terms do not name any Payment Partner and do not describe any Payment Partner as a licensed principal, issuer, sponsor, or bank to you.

4.4 You authorise us to: submit collection and payout instructions to Payment Partners on your behalf; share with Payment Partners and their networks the information reasonably required to complete, screen, or reverse a payment (including identity details, account or wallet numbers, amount, currency, destination, and purpose); and receive status updates from Payment Partners and reflect them on your Romela Pula Balance and receipts.

4.5 We may change Payment Partners, corridors, and channels without naming them to you. Availability of a country, bank, or mobile-money network can change.

4.6 Payment Partners, banks, mobile-money operators apply their own rules, cut-off times, name-matching, and compliance checks. A payment may be delayed, returned, or rejected for reasons outside our software's control.

4.7 No control over funds. We have no signatory right, security interest, or operational control over any account, wallet, or trust arrangement in which a Payment Partner holds customer funds. Our role is limited to transmitting instructions and receiving status data via API. We do not determine whether, when, or how a Payment Partner settles a transaction; we only relay instructions and confirmations.

4.8 Regulatory status change / country suspension. We may immediately suspend the Platform in a country, restrict affected features, or require additional verification, if:

Before acting under (b), we will, where lawful and practicable, seek to verify the stated basis under our agreement with that Payment Partner, unless immediate action is required by law, by the Payment Partner's own compliance obligations, or to prevent imminent harm. A suspension under this clause 4.8 is a suspension for the purposes of clause 16.2, and clauses 16.2A and 16.3 govern the return of your Balance.

4.9 How collections are received and held in a supported country may be described in that country's Country Addendum. For Botswana, see the Botswana Country Addendum.

5. Eligibility and accounts

5.1 The Platform is offered only in African countries we list as supported in the app or on our website. We do not offer the Platform to users in the United Kingdom, the European Economic Area, or other territories we exclude from time to time. Country Addenda published under clause 21 form part of these Terms for users in those countries.

5.2 You must be 18 or older, use a supported mobile number in a supported country, and complete registration.

5.3 We may offer individual and business accounts. Features (invoicing, payroll, API access, reports) depend on account type and verification status.

5.4 You must keep your phone, login codes, and devices secure. Instructions sent from your WhatsApp number or signed-in session are treated as yours, unless we have actual notice of a proven compromise and a reasonable chance to act.

5.5 You must give accurate information and keep it up to date. You may not open an account for another person without our written consent, or operate an account for an undisclosed principal.

5.6 We may refuse an application or an account type at our discretion, including where a corridor, channel, or compliance check is not available.

6. Identity checks and financial crime controls

6.1 To provide the Platform lawfully and enable Payment Partners to execute transactions, we operate identity verification (KYC/KYB), transaction monitoring, and sanctions screening.

6.2 You must provide the documents and information we request, including identity documents, proof of address, business registration, authorised-representative IDs, and the purpose of a payment. We may request this at registration or at any later time. We may use group companies, including our Botswana subsidiary, or local representatives to assist with collecting these documents on our behalf. Such assistance does not make that entity a party to these Terms, and does not transfer to it any responsibility for KYC/KYB decisions, monitoring, screening, or reporting, which remain ours or our Payment Partner's.

6.3 We, or our Payment Partners, may pause, reverse, or refuse a payment, freeze a Balance, or close an account where reasonably necessary to meet anti-money-laundering, counter-terrorist-financing, sanctions, fraud, or exchange-control requirements.

6.4 We or a Payment Partner may file reports with competent authorities where the law requires. We are not obliged to tell you if the law prohibits us from doing so.

6.5 You warrant that funds you introduce are yours (or that you are duly authorised to dispose of them), come from lawful sources, and will be used for lawful purposes.

7. Your Romela Pula Balance

7.1 The Balance is a software record maintained by us. It reflects the amount our Payment Partners have confirmed to us as held on your behalf and available for you to instruct through the Platform. The Balance is not itself an asset, account, or financial instrument — it is our record of a fact reported to us by a Payment Partner.

7.2 We do not, at any time, receive, hold, control, or take custody of the funds represented in your Balance. Funds you pay in to increase your Balance are paid directly to a Payment Partner, into arrangements operated and controlled solely by that Payment Partner. No funds pass through, or come to rest in, any account we operate.

7.3 Increasing your Balance does not create a debt, deposit, or claim against us. We do not owe you the value shown in your Balance. Displaying a Balance is solely a convenience so you can see, in software, what a Payment Partner has confirmed is available for you to instruct — it is not a promise by us to pay that amount to you or anyone else.

7.4 The Balance is not a bank account, e-money, a stored-value instrument, or a deposit for the purposes of any law, and is not protected by the UK Financial Services Compensation Scheme (FSCS) or any equivalent scheme in your country of residence. We pay no interest on it. Nothing in this clause 7, or in how we label, format, or display the Balance in the app, creates or shall be construed as creating any such instrument.

7.5 When you submit a payout, invoice payment, or payroll instruction, we reduce your displayed Balance to reflect that instruction and transmit it to the relevant Payment Partner. That reduction is a record-keeping step only; the underlying payment obligation is discharged when the Payment Partner executes the instruction, not when we update the display.

7.6 A displayed Balance may at any time differ from the amount a Payment Partner is actually holding and confirms as available — for example due to processing delay, a pending reversal, or a discrepancy in Payment Partner reporting. Where the two differ, the amount confirmed by the Payment Partner governs, and we will correct the display once able to.

7.7 You may not assign, charge, pledge, or grant security over your Balance, and it cannot be overdrawn. We may reject or delay an instruction where a Payment Partner has not confirmed sufficient funds available, including for fees.

7.8 No agency, trust, or fiduciary role. We act solely as a software provider transmitting instructions on your behalf. We do not act as your agent for the receipt or disbursement of funds, trustee, bailee, or fiduciary in respect of any funds represented by your Balance. Any agency created under clause 4.4 is limited strictly to the transmission of instructions and data to Payment Partners, and does not extend to the holding, custody, or control of funds.

8. Funding your Balance and fees

8.1 You may fund a Balance using the bank transfer or mobile-money channels we display to you in supported countries. You must pay the exact amount and use the reference we give you. If you pay a different amount, omit the reference, or pay from an unmatched account, credit may be delayed or returned, and extra costs may apply.

8.2 A collection is complete only when we receive confirmation that the Payment Partner has accepted and cleared the funds. Until then, the top-up is pending.

8.3 Before you confirm a top-up, payout, invoice payment, or payroll run, we show a single combined quote. The quote includes our software service fee and the costs of using Payment Partners and networks. We do not itemise underlying partner fees on receipts, in the app, or in these Terms.

8.4 If a quote expires, you must request a new one. Cross-border recipient amounts may change if market rates move before you confirm the payout.

8.5 The fee schedule we publish, and the on-screen or in-chat quote at confirm, form part of these Terms. If they differ, the quote you confirmed applies to that transaction.

8.6 Taxes on fees may be added where required by law.

8.7 Chargebacks, recalls, or reversals by your bank or mobile-money provider may reverse a credit. If you have already spent the amount, you owe us the shortfall immediately.

8.8 Set-off. We may set off any amount you owe us under these Terms (including shortfalls under clause 8.7, fees, or amounts subject to chargeback or reversal) against your Balance or any amount otherwise payable to you, without prior notice.

9. Payouts, invoice settlement, and payroll

Payouts and transfers

9.1 You are solely responsible for the accuracy of recipient details (name, account or wallet number, country, currency, and amount).

9.2 For some corridors, we may display an account name returned by the destination network. That check is a convenience only. It does not guarantee that the account belongs to your intended recipient, and some channels (including many mobile-money wallets) cannot be independently name-verified.

9.3 Once you confirm a payout, we debit your Balance (including fees) and submit the instruction to the Payment Partner. You generally cannot cancel an instruction once it has been submitted.

9.4 Cross-border payments are subject to the laws of the originating country, the destination country, and any country through which the payment is routed, including exchange-control rules. You are responsible for using a lawful purpose and for any recipient-side requirements.

9.5 Payments sent to the account or wallet details you entered may be irreversible once executed by the Payment Partner. We are not obliged to refund amounts lost because you entered incorrect recipient details, except where a Payment Partner is able and willing to recall the payment.

Invoice settlement

9.6 Business users may create invoices and send them to customers. Paying an invoice on the Platform settles the payment instruction between the payer and the issuing business's Romela Pula account, subject to successful collection or Balance debit.

9.7 We are not a party to the underlying sale. Disputes about goods, services, delivery, VAT, or invoice wording are between the issuer and the customer.

9.8 A supplier-invoice payment is a payout instruction like any other send, and clauses 9.1–9.5 apply.

Payroll

9.9 Payroll tools let a business instruct multiple payouts to employees. The employer remains solely responsible for employment contracts, PAYE, social security, and labour law. A payroll run is a batch of payout instructions, not an employment service.

Romela Pula user-to-user

9.10 Transfers between two Romela Pula Balances, where offered, move ledger value on the Platform. They are still subject to these Terms, including financial-crime controls.

10. Prohibited use

10.1 Core Prohibited Conduct. You must not use the Platform to: violate any sanctions regime or exchange-control rule; launder money or finance terrorism; commit fraud; pay for illegal goods or services; provide false or misleading information to us or a Payment Partner about your identity, ownership of funds, or payment purpose; or open multiple accounts to evade limits, screening, or a prior suspension.

10.2 Other Restrictions. You must not: interfere with the Platform or scrape it abusively; reverse-engineer the Platform except as permitted by law; use the Platform for activity that we or a Payment Partner reasonably assess as high-risk; or use the Platform after we or a Payment Partner have closed or suspended your account.

11. Instructions, errors, and reversals

11.1 If we or a Payment Partner identify an obvious error (for example crediting the wrong ledger amount), we may reverse or correct the ledger without your further consent.

11.2 If you tell us promptly that an instruction was unauthorised, we will investigate and pass relevant information to the Payment Partner. We may require a police or operator reference. We are not obliged to refund amounts you authorised, or amounts lost because you shared a code, phone, or device.

11.3 Refunds, if any, are made to your Romela Pula Balance or, where we reasonably can, back to the original channel through the Payment Partner, minus costs that cannot be recovered.

12. Availability and delays

12.1 We aim to keep the Platform available but do not guarantee uninterrupted service. WhatsApp, banks, mobile-money networks, and Payment Partners can fail or delay independently of our software.

12.2 Displayed status (pending, processing, completed, failed) reflects information available to us at the time. A "completed" payout means we have been informed that the Payment Partner marked it complete, not that we personally handed cash to the recipient.

12.3 We are not responsible for WhatsApp delivery failures, device issues, or your internet connection.

13. Personal data

13.1 We act as a data controller under UK GDPR for the personal data we collect to operate your account, and, where applicable, under the data protection law of your country of residence.

13.1A Where our Local Marketing Entity assists with collecting documents from you as described in clause 1.2(d), it does so solely as a processor acting on our instructions, and not as a controller.

13.2 We process personal data to complete KYC/KYB, instruct Payment Partners, prevent fraud, keep records, and meet legal obligations. Cross-border payments necessarily involve transferring data to Payment Partners and other countries where they operate.

13.3 Recipients, employees, and invoice customers whose data you enter are your responsibility to inform, where the law requires. See our Privacy Policy for details on international data transfers and your rights.

14. Intellectual property

14.1 The Platform, Romela Pula name, and related content are owned by us or our licensors.

14.2 We grant you a limited, revocable, non-exclusive licence to use the Platform for your internal business or personal payment needs in line with these Terms.

14.3 You may not copy, resell, or white-label the Platform without our written consent. You grant us a licence to use content you upload (logos, invoice line items, employee names) solely to operate the Platform for you.

14.4 Assignment by us. We may assign, transfer, or novate our rights and obligations under these Terms, in whole or in part, to an affiliate or in connection with a merger, reorganisation, financing, or sale of business or assets, on reasonable notice to you via the app or WhatsApp. You may not assign, transfer, or novate your rights or obligations under these Terms without our prior written consent.

15. Liability

15.1 Uncapped liability. Nothing in these Terms limits or excludes either party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot lawfully be limited or excluded, including any liability owed to a Consumer that applicable mandatory consumer-protection law prohibits limiting.

15.2 No liability for your own acts or errors. Subject to clause 15.5, we are not liable for any loss arising from:

This clause 15.2 is subject to clause 15.5.

15.3 Definitions. For the purposes of this clause 15:

"Consumer" means a natural person who uses Romela Pula wholly or mainly for purposes that are outside that person's trade, business, craft or profession. A user's status as a Consumer is determined by the purpose for which they use the service and is not affected by their acceptance of these Terms, completion of identity verification (KYC), or acknowledgement of how fees are charged.

"Business User" means any user who is not a Consumer, including any natural or legal person using Romela Pula wholly or mainly for purposes relating to their trade, business, craft or profession.

"Event" means the act, omission, or occurrence giving rise to a claim. Where a claim arises from a continuing or repeated act, the Event date is the date on which it first occurred.

15.4 Aggregate liability cap. Subject to clauses 15.1 and 15.5, our total aggregate liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for all claims taken together arising from Events occurring within any rolling twelve (12) month period, shall not exceed the lesser of:

For the purposes of this clause 15.4:

15.5 Consumer mandatory rights. Where you contract with us as a Consumer, clauses 15.2, 15.4, and 15.6 do not apply to the extent they would exclude or limit liability, or impose an indemnity obligation, beyond what is permitted under mandatory consumer-protection law applicable to you. Where such law permits liability to be limited, or an indemnity to be imposed, only up to a lower amount or narrower scope than these clauses provide, that lower amount or narrower scope governs in place of clauses 15.2, 15.4, or 15.6 to that extent. Your statutory rights are otherwise unaffected.

15.6 Indemnity. Subject to clause 15.5, you indemnify us against claims, losses, and reasonable costs arising from your breach of these Terms, your invoices, your payroll, or content you submit, except to the extent caused by our fraud or wilful misconduct. Your liability under this indemnity for losses arising from your ordinary use of the Platform, or from breach of clause 10.2, is subject to the cap in clause 15.4. Your liability for losses arising from breach of clause 10.1, fraud, or wilful misconduct is not subject to that cap. Nothing in this clause 15.6 requires you to indemnify us for indirect or consequential losses, or for losses caused by our own negligence, fraud, or breach of these Terms.

16. Suspension, closure, and unclaimed balances

16.1 You may ask us to close your account. We may require remaining Balance to be paid out to an account in your name through a Payment Partner, subject to checks and fees.

16.2 We may suspend or close an account immediately for suspected fraud, legal risk, inactivity, abuse, or material breach, or if a Payment Partner or authority requires it.

16.2A Where we suspend the Platform in a country under clause 4.8, we will use reasonable endeavours to notify affected users through the app or WhatsApp, and will return confirmed available Balance under clause 16.3 within 10 business days of the relevant Payment Partner confirming the amount available, except where law prohibits notification or return, or where amounts are withheld under clause 16.3 for pending reversals.

16.3 On closure we will, where lawful and practical, return remaining available Balance minus amounts you owe us. We may withhold an amount reasonably needed for pending reversals.

16.4 If we cannot reach you, unclaimed balances held by Payment Partners may be treated in line with applicable unclaimed-property or similar law in the relevant country after a reasonable period.

16.5 Return process on closure. On closure, we will promptly instruct the relevant Payment Partner to pay out your confirmed available Balance in accordance with clause 16.3. Our role is limited to submitting that instruction and relaying the Payment Partner's confirmation to you; the underlying payment obligation is owed by, and discharged by, the Payment Partner, not by us, consistent with clause 7.

17. Changes to these Terms

We may update these Terms. We will post the new version on the Platform and, for material changes, give reasonable notice via the app or WhatsApp. Continued use after the effective date is acceptance. If you do not agree, you must stop using the Platform and ask us to close the account.

18. Complaints, governing law, and contact

18.1 Complaints about the Platform should be sent to info@brusselsmara.com. We will acknowledge your complaint within 2 business days and provide a substantive response within 15 business days. Disputes about a specific payment's execution may need to be raised through the relevant Payment Partner's own complaints process, details of which we will provide on request. Where a Supported Country has a designated financial-services ombudsman, consumer-protection authority, or equivalent body with jurisdiction over the Platform's activities, nothing in these Terms prevents you from escalating a complaint to that body.

18.2 These Terms are governed by the laws of England and Wales. Subject to clause 18.2A, any dispute arising out of or in connection with these Terms that is not resolved under clause 18.1 shall be finally resolved by arbitration under the local consumer authority Rules, conducted in English before a sole arbitrator, except that we may seek urgent injunctive or equivalent relief in any competent court to protect our intellectual property or the integrity of the Platform.

18.2A Where you are an individual consumer, and the mandatory law of your country of habitual residence entitles you to bring proceedings before the courts or a statutory/regulatory dispute body of that country, or grants you consumer-protection rights that cannot be excluded, nothing in clause 18.2 restricts or overrides those rights.

18.3 Nothing in clause 18.2 deprives you of any mandatory consumer, business, payment, or data-protection rights that apply to you in your country of residence, notwithstanding that the Platform is not offered in the United Kingdom or EEA (clause 5.1).

18.4 If a clause is unenforceable, the rest remains in force.

18.5 These Terms are the entire agreement between you and us for the Platform. They supersede prior statements about the Platform. Nobody else is given rights under them except as stated. A Country Addendum published under clause 21 forms part of these Terms for users in that country.

19. Force Majeure

19.1 We are not liable for any failure or delay in performing our obligations under these Terms to the extent caused by events beyond our reasonable control, including war, sanctions or exchange-control changes, governmental action, natural disaster, pandemic, failure of banking, telecommunications, or internet infrastructure, or failure of a Payment Partner's systems.

19.2 If a force majeure event continues for more than 30 days, either party may terminate the affected service by written notice, without liability, subject to return of any confirmed available Balance in accordance with clause 16.

20. Notices

20.1 We may give you notice under these Terms via the Platform, in-app notification, WhatsApp message to your registered number, or email to your registered address. Notice is deemed received 24 hours after sending via WhatsApp or in-app notification, or 2 business days after sending by email.

20.2 You may give us notice via info@brusselsmara.com or another channel we specify. Notice is deemed received when we confirm receipt or, absent confirmation, 2 business days after sending.

21. Country Addenda

21.1 We may publish additional terms for a specific Supported Country where required by local law or commercially appropriate (a Country Addendum), including local disclosures, local complaints or regulatory referral information, details of a Local Marketing Entity operating in that country under clause 1.2, and the currency-specific figures referenced in clause 15.4(b).

21.2 Publication. A Country Addendum is published on the Platform (in-app, under Legal or Terms) and on our website, and is accessible to users in the relevant country before or at the point they register or continue using the Platform. The current Botswana Addendum is at /botswana-addendum.html.

21.3 Where published, a Country Addendum forms part of these Terms for users in that country and prevails over these Terms to the extent of any conflict, but does not change the identity of the contracting party under clause 1.1 unless expressly stated.

21.4 Changes. We may update a Country Addendum from time to time, including to reflect changes in local law, our fee schedule, or the figures referenced in clause 15.4(b). Changes to a Country Addendum are subject to the same notice requirements as changes to these Terms under clause 17. A change to a Country Addendum takes effect, and binds users in that country, from the effective date stated in the updated Addendum, and does not apply retroactively to claims arising from Events that occurred before that date.

21.5 If we update the figure referenced in clause 15.4(b) for a country, the updated figure applies only to Events occurring on or after the effective date of that update; the figure in effect at the time of the relevant Event governs for any claim relating to that Event.