GENERAL TERMS AND CONDITIONS OF USE

VEO PRO APPLICATION

Publisher: VEO SA (Share capital: XAF 10,000,000 | RCCM: RC/YAO/2009/2/1952)
Registered office: Hôtel de Ville, Yaoundé, Cameroon
Purpose: Digital platform for the distribution of VEO products and services (Canal+, Orange Money, Mobile Money, Airtime, commission and security deposit tracking).

PREAMBLE

The VEO Pro application (hereinafter “the Platform” or “the Application”) is published by VEO SA, a public limited company (société anonyme) with share capital of 10,000,000 CFA francs, registered with the Trade and Personal Property Credit Register (RCCM) under number RC/YAO/2009/2/1952, whose registered office is located at Hôtel de Ville, Yaoundé, Cameroon (hereinafter “VEO” or “the Publisher”).

VEO Pro is a digital platform intended for VEO’s distribution partners (hereinafter “the Partner” or “the User”), enabling them to manage their VEO product and service distribution activity, including Canal+ subscriptions and kits, Orange Money transactions, Mobile Money transactions (all operators), Airtime sales, as well as the tracking of their commissions and security deposit.

Access to and use of the VEO Pro Platform are subject to the prior, full and unreserved acceptance of these General Terms and Conditions of Use (hereinafter “the Terms”), which supplement, without replacing, the provisions of the Distribution Partnership Agreement entered into between the Partner and VEO.

In the event of any conflict between these Terms and the Partnership Agreement, the provisions of the Partnership Agreement shall prevail with respect to all matters relating to the business relationship between the Parties, these Terms governing specifically the technical and functional conditions of use of the Platform.

ARTICLE 1 – PURPOSE

The purpose of these Terms is to define the conditions and procedures under which VEO makes the VEO Pro Platform available to the Partner, as well as the rights and obligations of each party in connection with its use.

ARTICLE 2 – DEFINITIONS

  • “Application or Platform”: refers to the VEO Pro application, made available by VEO, accessible according to the technical arrangements it determines (mobile application, web interface, or any other medium).
  • “Account”: refers to the personal, secure space created by the Partner on the Platform, accessible by means of Credentials.
  • “Credentials”: refers to all connection data (username, password, code, or any other means of authentication) enabling access to the Account.
  • “Partner or User”: refers to any natural or legal person who has entered into a Distribution Partnership Agreement with VEO and who, as such, has access to the Platform.
  • “Services”: refers to all the features offered by the Platform, described in Article 4 below.

ARTICLE 3 – ACCESS TO THE PLATFORM

3.1 Conditions of access

Access to the VEO Pro Platform is reserved for Partners who have entered into a Distribution Partnership Agreement with VEO that is currently in effect. Any person not meeting this condition is not authorized to access the Platform or use its features.

3.2 Creating the Account

Access to the Platform requires the creation of an Account, using information provided by VEO or entered by the Partner upon registration. The Partner undertakes to provide accurate, complete and up-to-date information, and to update it in the event of any change.

3.3 Credentials and security

The Partner is solely responsible for the confidentiality of its Credentials and for any use of its Account. The Partner undertakes not to disclose them to third parties and to inform VEO immediately in the event of loss, theft, or unauthorized use of its Account.

Any action carried out from the Partner’s Account by means of its Credentials shall be deemed to have been performed by the Partner, unless proven otherwise.

No initial deposit is required from the Partner for access to and use of the Platform.

ARTICLE 4 – SERVICES OFFERED BY THE PLATFORM

The VEO Pro Platform enables the Partner to, among other things:

  • view the rates, offers and conditions applicable to the products and services distributed (Canal+, Orange Money, Mobile Money, Airtime, and any other product or service VEO may come to offer);
  • carry out or record transactions relating to its distribution activity, within the limits and according to the procedures defined by VEO;
  • track the status of its commissions, in accordance with the Commissions Schedule referred to in the Partnership Agreement;
  • track the status of its security deposit and any kits received on consignment, where applicable;
  • access statements, transaction history, statistics and any other management tool made available by VEO;
  • communicate with VEO or its support service in connection with its activity.

VEO reserves the right to develop, add, modify or remove all or part of the Platform’s features at any time, subject to giving the Partner prior notice where such modification substantially affects use of the Platform.

ARTICLE 5 – PARTNER OBLIGATIONS

In connection with its use of the Platform, the Partner undertakes to:

  • use the Platform in accordance with its intended purpose, these Terms and applicable regulations;
  • not use the Platform for fraudulent, unlawful purposes or purposes contrary to public decency;
  • not attempt to circumvent, alter, disable or disrupt the operation of the Platform, nor to access data or systems it is not authorized to access;
  • not reproduce, copy, decompile or attempt to extract the Platform’s source code;
  • comply with customer identification (KYC) procedures, anti-money laundering and counter-terrorist financing (AML/CFT) rules, as well as any regulations applicable to transactions carried out via the Platform;
  • promptly report to VEO any malfunction, anomaly or security incident observed on the Platform.

ARTICLE 6 – AVAILABILITY AND MAINTENANCE

VEO implements reasonable means to ensure the accessibility and proper functioning of the Platform, without however guaranteeing continuous, uninterrupted or error-free access.

VEO may, at any time, temporarily suspend access to the Platform for maintenance operations, updates, or for any other technical reason, without such suspension giving rise to any right to compensation for the Partner, except in the event of proven fault on the part of VEO.

VEO endeavors to inform Partners, to the extent possible and by any appropriate means, of scheduled interruptions likely to significantly affect use of the Platform.

ARTICLE 7 – INTELLECTUAL PROPERTY

The VEO Pro Platform, together with all the elements comprising it (structure, text, graphics, logos, trademarks, databases, software, etc.), are the exclusive property of VEO or its partners, and are protected by applicable intellectual property laws.

Access to the Platform grants the Partner only a personal, non-exclusive, non-assignable and non-transferable right of use, limited to the term of the Partnership Agreement and solely for the purpose of carrying out its distribution activity.

Any reproduction, representation, modification, adaptation or exploitation, in whole or in part, of the Platform or of any of its elements, by any means whatsoever, without the prior written authorization of VEO, is strictly prohibited.

ARTICLE 8 – PERSONAL DATA

VEO collects and processes the Partner’s personal data necessary for managing its Account, performing the Partnership Agreement and ensuring the proper functioning of the Platform, in compliance with applicable personal data protection regulations.

The Partner has, under the conditions provided for by applicable regulations, a right of access, rectification, objection and deletion with respect to the data concerning it, which it may exercise by contacting VEO through the contact channels provided on the Platform.

VEO undertakes to implement appropriate technical and organizational measures to ensure the security and confidentiality of the data processed within the Platform.

ARTICLE 9 – LIABILITY

The Partner remains solely responsible for its use of the Platform and for the transactions it carries out on it, under the same conditions as those set out in the Distribution Partnership Agreement.

VEO’s liability may not be invoked in the event of damage resulting from: (i) improper use of the Platform by the Partner, (ii) a failure of the Partner’s equipment, network or internet connection, (iii) an event of force majeure, or (iv) any act or fault attributable to a third party.

In any event, VEO’s liability under these Terms may not exceed the limits set, where applicable, by the Partnership Agreement.

ARTICLE 10 – SUSPENSION AND TERMINATION OF ACCESS

VEO may suspend or terminate, automatically and without compensation, the Partner’s access to the Platform in the event of:

  • non-compliance by the Partner with these Terms or the Partnership Agreement;
  • fraudulent, unlawful or abusive use of the Platform;
  • termination, for any reason whatsoever, of the Partnership Agreement binding the Partner to VEO.

The suspension or termination of access to the Platform shall be notified to the Partner by any means providing written evidence. It shall be without prejudice to any rights and remedies VEO may otherwise assert, in particular under the Partnership Agreement.

ARTICLE 11 – AMENDMENT OF THE TERMS

VEO reserves the right to amend these Terms at any time, in particular to take into account developments in the Platform, its services or applicable regulations.

Amended Terms shall be brought to the Partner’s attention by any appropriate means (notification on the Platform, email, or any other means providing written evidence) and shall take effect upon publication or on the date specified therein.

Continued use of the Platform after the amended Terms take effect constitutes acceptance thereof by the Partner.

ARTICLE 12 – TERM

These Terms apply throughout the entire period during which the Partner uses the Platform, and at a minimum for the entire term of the Distribution Partnership Agreement binding the Partner to VEO.

ARTICLE 13 – MISCELLANEOUS PROVISIONS

Should any provision of these Terms be held to be void or unenforceable, the remaining provisions shall remain in full force and effect.

The fact that VEO does not, at any given time, avail itself of a provision of these Terms may not be construed as a waiver of its right to avail itself of such provision at a later date.

ARTICLE 14 – GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by Cameroonian law.

In the event of a dispute relating to their interpretation or performance, the Parties shall endeavor to resolve it amicably. Failing an amicable agreement within thirty (30) days, the dispute shall be submitted to the competent courts having jurisdiction over VEO’s registered office.

ARTICLE 15 – ACCEPTANCE OF THE TERMS

Access to and use of the VEO Pro Platform constitute full and complete acceptance of these Terms by the Partner.

Such acceptance may be evidenced by a checkbox, an electronic validation upon creation or first login to the Account, or any other equivalent process implemented by VEO.

Done in Yaoundé, on August 1, 2026.