1) Introduction and acceptance of agreement

Welcome to the Terms and Conditions of Use (“Terms”) of Xente Tech Limited. The Terms you find below, outline how you may and may not use our Services; Explain your rights and the rights you give to us when you use our Services; Describe the rules every user of our Services needs to follow. Please read these Terms and Conditions ("Terms", "Terms of Use") carefully before using our Services, which might include using our xente.co website and/or mobile applications and receiving corporate or personal services provided to you by our representatives (referred to as the "Services"), operated by Xente Tech Limited (“our Company”, "us", "we", or "our"). All our company information can be found at our Legal site page, available here https://xente.co/terms-and-conditions. If you have any questions about these Terms, please contact us support@xente.co. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services regarding the use of the Services and Content (as each is defined below). By using our Services you are indicating that you have read these Terms and Conditions and our Privacy Policy https://xente.co/privacy (as applicable) (collectively the “Agreement“) and you understand, and you consent to be bound by, all the terms and conditions of the agreement. These Terms of Use set forth your rights and obligations with respect to your use of any version of the Services. By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Services. Our Company reserves the right, in its sole discretion, to change, add or remove portions of these Terms and Conditions at any time and all rights that it may have in law or equity to enforce the terms of these Terms of Use or the use of the Content. If a revision is a material change, we will try to provide at least 15 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. It is your responsibility to check these Terms of Use each time before using the Service. Your continued use of the Service following the posting of changes will mean that you accept and agree to the changes. Because they are binding upon you and govern your relationship with our Company, you should visit this page from time to time to review the then-current Terms of Use. Our Privacy Policy https://xente.co/privacy describes how we handle the information you provide to us when you use our Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the international transfer of this information for storage, processing and use by us and our affiliates. 2) Definitions Unless otherwise defined in these Terms, capitalized terms and expressions used in this Agreement shall have the following meaning: “Agreement” means these Terms and Conditions and the Privacy Policy of our Company that can be found on our Legal site page https://xente.co/terms-and-conditions; “Company” means Xente Tech Limited; “Content” means any text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material; “Contributions” means text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material generated by a user; “Service(s)” means the website and/or mobile application and/or physical stores and/or corporate services and/or personal services provided to you by our representatives that are provided by our Company; “Terms” means the present Terms and Conditions, also referred to as Terms of Use or Terms of Service; “Third Party Websites” means websites not under the control of our Company; “You/ Your” means the user of Services, who is a party to these Terms. 3) Who may use the services In any case, you must be at least 18 years old to use the Services. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity. 4) Registration and access You can have access to our Services only after registering for a business account on our website or applications. To register for the Services and create an account, you (including any agent designated by you operating on your behalf) must complete the registration process by providing our Company with the requested information including your name, email address, telephone, company name, company website, and password. You agree to provide us with complete and accurate information when you register for the Services, and to keep such information up to date. You are solely responsible for protecting your username and passwords from unauthorized access to your account and for the activities that are linked to your account. If you allow a third party to access the Services on your behalf, you shall ensure that such third party is bound by, and abides by, these Terms. By creating an account using our website or applications, you grant our Company the right to access your personal information, in accordance with our Privacy Policy https://xente.co/privacy. You may cancel your account if you no longer want to make use of our Services. You can follow these steps on how to deactivate your account https://xente.co/faqs or https://xente.co/help-center. 5) Content and usage Licenses Subject to these Terms: our Company hereby grants you a limited, revocable, non-exclusive, non-transferable and non-assignable license to use the software and applications provided to you as part of the Services. This license enables you to use and enjoy the benefits of the Services and its use is limited by these Terms. Except as expressly set forth herein, you agree not to (a) use, reproduce, modify, or create derivative works of the Services, or (b) transfer, lease, lend, sublicense, resell or otherwise distribute or allow third-party access to all or any portion of the Services provided to you by our Company. Our Company represents and warrants that we have all rights, licenses, and consents required to license this Service to you on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation. Our Company shall use reasonable efforts to protect the personal information submitted by you in connection with the Service and shall use such information in accordance with the Privacy Policy. You acknowledge and agree that your submission of any information is at your sole risk, and to the maximum amount permitted by law, our Company hereby disclaims any and all liability to you for any loss or liability relating to such information in any way. Restrictions on use: You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You agree not to use the Service including any Content: 1. to engage in any activity, post any User Content, or register and/or use a screen name that is or includes offensive, abusive, defamatory, pornographic, threatening, obscene or illegal material, or is intended to promote or commit an illegal act of any kind, 2. to impersonate or attempt to impersonate our Company, an employee of our Company, another user, or any other person or entity (including, without limitation, by using their email addresses or screen names) 3. for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; 4. violate or infringe anyone’s intellectual property rights; 5. in any way that may damage the reputation of our Company; 6. to forge markers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; 7. to attempt to gain unauthorized access to, interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 8. to tick, defraud, or mislead us and other users, especially for fraud or in any attempt to learn sensitive account information such as user passwords; 9. to intentionally or unintentionally violate any applicable local, state, national or international law; 10. to transmit, or procure the sending of, any advertising, promotional, or otherwise unsolicited material, including but not limited to any "junk mail", "chain letter," "spam," or any other similar solicitation; 11. to spread malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service; 12. change or manipulate any Content or data associated therewith, or any part of the Service, other than as expressly permitted herein, harvest, collect or store personal data about other users in connection with the prohibited conduct and activities set forth herein; 13. that conflicts with the Agreements, as determined by our Company. In using the Service and Content you agree to comply with any applicable local, state, national or international law, and any regulations having the force of law. You agree that you will not access or use the Service by any means other than as provided by our Company, will not make any automated use of the Service (such as through scripts, data mining, robots, screen scraping, or similar data gathering and extraction tools) or interfere with, disrupt or create an undue burden on the Service or the networks or services connected to the Service. You agree not to modify the Service or Content in any manner or form, or to use modified versions of the Service, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security, including without limitation the Usage Rules, may result in civil or criminal liability. Any unauthorized reproduction, publication, further distribution or public exhibition of the Service or materials provided on the Service in whole or in part, is strictly prohibited. 6) Third-party rights Our Services may contain links to third-party Services and websites (“Third-Party Websites and Services”). Access to Third-Party Services and Websites is at your own risk and our Company is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third-Party Services and Websites that you access from our Services. The Third-Party Services and Websites are not under the control of our Company and as such, our Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services and Websites. Our Company provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation. 7) Intellectual property rights The Service and all of its content, features, and functionality (including but not limited to all information, software, applications, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by our Company, its licensors, or other providers of such material and are protected by the laws of the Republic of Uganda and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Content of our Services, except as incidental to normal web browsing, such as the making of temporary copies in RAM or the cache of your Internet browser, and for features of the Services that enable sharing via email, social media, linking, SMS and other platforms expressly enabled by the Services. With respect to our mobile applications, you may download a single copy to each of your mobile devices for use, provided you agree to be bound by these Terms of Use. You agree not to: 1. modify copies of any materials from the Service; 2. use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; 3. delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service; 4. reverse-engineer or otherwise attempt to steal the software code of the Service. Any use of the Service not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. 8) Payment terms Transactions: Our Services aim at providing you with accurate information on any transactions you perform via our applications. However, for all transactions that are performed using our payment instruments, and to a less extent those performed on our applications, our Company does not guarantee that all information, including text or visual information about the products, accurately and completely reflects the actual product or service being paid for. All products purchased directly on our applications are subject to availability and we cannot guarantee that items will be in stock by the time your purchase is processed. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change. How to make a transaction: In order to make a transaction while using our Services, you can 1) Log in to your business account and make your payment or purchase for available services or products or 2) Use our payment instruments to transact online or offline outside our ecosystem or at Automatic Teller Machines. You agree to keep your password used to access our applications confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that it is not in line with these Terms. Fees of subscription service: Our Company offers a range of subscription plans to its Services (each, a “Plan”). You can select your Plan upon registration for the Services, which may begin with a Free Trial Period at the full discretion of our company. Your subscription will be billed based on the plan you choose and the amount will be due according to the Plan’s terms, that you can find here https://xente.co/pricing. By upgrading your subscription Plan you agree to be charged the increased price of the upgraded Plan, with immediate effect. By downgrading your subscription Plan you agree that you are not entitled to any refunds for your current subscription plan. Our Company disclaims any liability for financial loss or the loss of account content, features or capacity as a result of your downgrading subscription plans. Any discounts applied to a previous subscription may not apply to a renewed subscription, including any automatic renewals. Subscription terms: You may cancel your subscription 30 days before the end of your subscription period, by sending an email to support@xente.co. Nevertheless, if you cancel your subscription prior to the conclusion of your current subscription period, you will remain responsible for payment for all subscription fees up until that subscription period ends. By canceling your subscription, you agree to lose all access, upon expiration of your current subscription period, to all the Services our Company provides. Renewal period: At the end of your current subscription period, your subscription will automatically renew for a subscription period equal to your prior subscription period unless you provide our Company with an email notice to support@xente.co of your intent not to renew your subscription at least thirty (30) days prior to the end of the then-current subscription period. Trial period: Subscriptions to the Services may begin with a free trial period during which you can try out the Services for a limited period from the date you register (“Free Trial Period”). You will be required to create an account in order to sign up for the Free Trial Period, but during this period you will not be charged for using our Services. After the Free Trial Period has passed, your subscription automatically renews, unless you cancel it. Change of fees: Our Company reserves the right to, at its sole discretion, change the price of any of our services/products or impose additional fees or charges. If such changes affect your subscription plan, you will receive a notice informing you about our new fees 30 days before the changes take effect. Special offers: Our company might offer special promotions on selected services and/or products we provide. These offers are limited in time, and you can benefit from such offers if you make a purchase within the designated time of the offer. Our Company reserves the right to revoke special offers at any time, at its own discretion. Billing: The fees for your subscription plan are billed after each billing cycle (weekly or monthly), depending on the Service Plan you are subscribed to and only for the active payment instruments (instruments where a transaction happened) in that billing cycle. If you cancel your subscription plan before your billing period ends, no fee or charge waivers will apply for the active periods of Services. Upgrading and downgrading your current subscription Plan is allowed, according to these Terms. By upgrading to another subscription Plan, you agree to be charged the increased price of the upgraded plan immediately. Overdue charges: If the invoiced amount is not received by our Company by the due date, your access to your subscribed Services might be suspended and/or the charges for late payment may include interest, at a percentage rate permitted by law. Suspension of Service and Acceleration: If you owe any amount under these Terms or any other agreement for our Services and the amount is 30 or more days overdue, our Company reserves the right to accelerate your unpaid fee obligations so that all outstanding balances will become due and payable immediately. We may also suspend our Services to you until the full amount is paid. Our Company will notify you at least 10 days prior to your becoming overdue, before suspending Services to you. Payment methods: Our Company accepts the following forms of payment while crediting your Xente business account balance: Cards (Visa and Mastercard) and Mobile Money. By performing a transaction, you agree to provide current, complete, and accurate account, payment instrument and purchase information for all transactions made via our applications or online or offline outside our ecosystem using our payment instruments. You further agree that your account and payment information will promptly be updated in order to allow us to complete transactions and contact you when needed. Sales tax will be added to the price of purchases as deemed applicable by law by ourselves for purchases made directly on our applications and by other service providers or merchants outside our ecosystem where payments and purchases are being made with our payment instruments. You agree to pay all charges at the prices then in effect for your transaction and any other applicable fees such as shipping fees, and you authorize us to charge your Xente business account for any such amounts upon completing your transaction. Refund policy: All of our subscription services are non-refundable. If you decide to cancel your subscription, the unused period of your subscription will be lost. You can find the terms applicable in our on our website, that you agree to read prior to completing your subscription purchase. Currency: We perform currency conversion during transactions and may charge you additional fees. 9) Limitation of liability Services are available “as-is”: To the extent permitted by applicable law you acknowledge and agree that the Service and all Content and other information, materials and products included on or otherwise made available to you through the Service is provided “as is” and “as available” without warranties of any kind from our Company, content owners or their respective subsidiaries or affiliated companies and/or third-party licensors. You agree that your use of the Services and content is entirely at your own risk to the full extent permissible by applicable law. OUR COMPANY, CONTENT OWNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE AND CONTENT, AND ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE OR CONTENT. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. In particular, our Company, content owners and licensors do not warrant that (i) your use of the Services will be uninterrupted or error-free and (ii) the Services of the content will be free from loss, corruption, attack, viruses, or other security intrusion and our Company disclaims any liability relating thereto. Our Company reserves the right to suspend or cancel the Service at any time for technical or operational reasons, without notice. Our company shall endeavor to inform you of any planned services interruptions due to system upgrades or expected system failure. Limitation of liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY, ANY CONTENT OWNER OR THIRD-PARTY LICENSOR, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBSIDIARIES OR AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM, AMONG OTHERS, (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT OUR COMPANY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 3 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. 10) Disclaimer Both our company and you both represent and warrant that each of us has the authority necessary to enter into an Agreement, and warrant to do all things necessary actions to procure the fulfilment of its obligations based on the terms of the Agreements between our company and you. 11) Indemnification You agree to indemnify, hold harmless and defend our Company and our subsidiaries, affiliates, and all of our respective officers, directors, agents, partners, and employees (“Us”), at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against Us, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by Us, arising out of, but not limited to, (a) your breach of any term or condition of these Terms, (b) your use of the Services, (c) your unauthorized use of the Services, (d) your violation of the rights of a third party, including but not limited to intellectual property rights, (e) any overt harmful act toward any other user of the Services with whom you connected via our website. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate as fully as reasonably required in the defense of any claim. Our Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon learning about such claims. 12) Reservations Our Services are protected by copyright, trademark, and other laws of both the Republic of Uganda and other countries. Except for the limited licenses expressly granted herein, nothing in these Terms gives you a right to use the Company name or any of the Company trademarks, logos, domain names, other distinctive brand features, and other proprietary rights. All right, title, and interest in and to the Services (excluding user-generated content) are and will remain the exclusive property of our Company and its licensors. Any feedback, comments, or suggestions you may provide regarding our Company or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. 13) Assignment Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, either by you or by our Company without the prior written consent of the other. Our Company may assign its rights and obligations under these Terms, including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which these Terms relate. 14) Confidentiality If either your or our Company possesses information that is deemed confidential, each party agrees not to disclose such information to third parties or use any confidential information except as necessary to perform the obligations under these Terms. Confidential information includes without limitation information concerning marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information as deemed confidential by the disclosing party which is not generally known to the public. 15) Termination and Change of Terms and Conditions Our Company reserves the right to immediately (i) terminate and preclude your access to the Service and/or Content; and/or (ii) suspend your access to all or part of the Services, at any time for any or no reason, including, but not limited to, if we, or any other party, reasonably believe: (i) you have failed to comply with any of the provisions of these Terms, (ii) your account should be removed or suspended due to unlawful conduct or prolonged inactivity, or (iii) our provision of the Services to you is no longer commercially viable. In any circumstances, you will be notified about suspension or termination by the email address registered to your account. You may end these Terms by canceling your account and discontinuing your use of the Services. All provisions of the Terms which by their shall survive termination, including, without limitation, ownership and rights provisions and warranties, your entitlement to the payment of royalties, warranty disclaimers, indemnity and limitations of liability. If a revision is a material change, we will try to provide at least 15 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. It is your responsibility to check these Terms of Use each time before using the Service. 16) Entire agreement These Terms (including any amendment thereto), together with the Privacy Policy and Service Provision Agreement signed between our company and you represent the complete agreement between you and our Company concerning its subject matter and supersedes all prior agreements and representations between the parties. In the circumstances that some clauses in these Terms and/or the Privacy Policy conflict with the Service Provision Agreement, the terms of the Service Provision Agreement, if signed, shall prevail. 17) Variations This Agreement is subject to variations at the sole discretion of our Company. 18) Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. 19) Applicable law By using any of our Company’s Services, you agree that the laws of The Republic of Uganda, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and our Company. Nothing in these Terms shall prevail over local and international laws relevant to the categories of transactions between you and our Company. 20) Contact us If you have any questions concerning our Services or the Terms and Conditions, please contact our Customer Support by emailing support@xente.co or by visiting https://xente.co/help-center.