- . The Services
- Enables the Merchant to initiate and set up a Direct Debit Mandate (or Direct Debit Authority) on behalf of the Debtor using the Platform for one-off or recurring payment for goods or services supplied by a Merchant in varied frequencies ;
- In providing the Platform, we are not acting as the Merchant’s agent.
- Stanbic provides the Merchant with the ability to monitor collections received via the Services through a reports Dashboard set up in the Merchant’s profile on the application
- In instances where the Merchant does not have a website or mobile application to integrate with our services, we may provide a web application to the Merchant and the Merchant will use it to initiate the set-up of a direct debit mandate on behalf of the Debtor.
- . Definitions and Interpretation
The following words and expressions used in these Terms have the meanings given below:
- “Account” or “User Account” refers to the Merchant profiles created on the Platform upon registration as a user.
- “Agreement” refers to these Terms and Conditions and all other documents herein under which you may use to access our services.
- “API” means the application programming interface via which the service may be integrated into the Merchant’s Website(s).
- "Authorised Person" means a registered user who has been (or purports to have been) nominated as an authorised person, by the Merchant and who is authorised by the Merchant to access and use the Platform on behalf of the Merchant .
- “Business Day” means a day other than Saturday, Sunday or a day on which banks are authorised to close in Uganda for general banking business.
- “Data Protection Law” means the Data Protection and Privacy Act, 2019 and its Regulations including any amendment now or in the future.
- “Debtor” means the customer or entity who gives debit authority and from whose Stanbic Account the collections will be made as per the terms of the DDA.
- “Default” means any act, event, omission or negligent act or statement which results in the relevant defaulting Party, its employees, agents or subcontractors incurring a liability to the other Party under or in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) or breach of statutory duty.
- “Direct Debit Authority (DDA also referred to as Direct Debit Mandate (DDM) where the context so permits)” means a written authority given by a Debtor to the Merchant to make collections from an identified Stanbic Account where relevant, on a specified date and frequency, at the request of, and to the bank account of the Merchant.
- “Direct Debit Transfer” means an electronic funds transfer instruction to debit a Debtor’s Stanbic Account.
- “Failures” means any unsuccessful collections attempted from the Debtor’s Stanbic Account;
- “Stanbic Account” means accounts provided by Stanbic to the Debtor, from which direct debit transfers and other payment transactions may be executed.
- “Stanbic Data” means details of the API transactions over Stanbic infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Stanbic or the services
- “Stanbic Site” means Stanbic’s website at www.stanbicbank.co.ug or such replacement website as may be notified to the Merchant from time to time.
- “Transaction” means a single direct debit transfer, or such other payment transaction initiated by the Debtor.
- "User" means an Authorised Person accessing the Platform.
- . Access, Suspension and Termination
- Before the Users can use our Platform, he/she must register with us by creating a profile on the Platform. To register, we will require the User to share with us their first name, surname , cell phone number or email address. The User may also be required to provide a unique username and password and other information as may be stipulated from time to time. It is in our discretion to accept or reject the User’s registration to access the Platform and its contents.
- Once the User registers, his/her login information shall only be used by him/her and shall not be shared with anyone else. You agree that, once the correct username and password relating to the User’s profile has been entered, irrespective of whether the use of the username and password is unauthorised or fraudulent, you will be liable for all actions taken at that time, including being liable for any mandates set up, save where any mandate/instruction is otherwise cancelled by you in accordance with the applicable terms.
- We reserve the right to terminate your access to the Platform and/or suspend your status as a User at any time for any reason. We have the right to change or discontinue (temporarily or permanently) the Platform (or any part of it). We may also limit certain services, features or functions, and we may restrict access to all or parts of the Platform. Any licences or rights of use that may have been granted to you in these Terms will cease to exist immediately on termination.
- Regardless of anything stated in this clause, no existing claim that we have against you for a breach of these Terms will be affected by any termination or suspension of an agreement we have with you or your status as a User.
- We will not be liable for any loss or damage that you may incur as a result of action taken in terms of this clause.
- . Information Provided by You
- All information you provide to us during registration and each time you use the Platform must be complete, up-to-date, and accurate. The information you provide must not be misleading nor must it (to the best of your knowledge) contain any material omissions. We shall rely on any information provided by you as the true account of such information. If any of your information changes later, it is your responsibility to update your account and keep it up to date.
- We and any person acting on our behalf reserve the right to verify any information you have provided at any time.
- You warrant that, if you provide third party information, it will not breach the third party’s Intellectual Property rights or confidentiality rights. To the extent that such information contains Personal Information, then you warrant that you have complied with all applicable privacy laws in collecting and disclosing such information to us. Any personal information provided will be collected, used, and held in accordance with the rights and obligations under the law, as set out in our Privacy Policy. You indemnify us for any losses we might incur as a result of your breach of this clause. If you believe that the User’s Account has been hacked or is being used without the User’s permission, it is your responsibility to contact us immediately if you suspect or discover an intrusion. We will not be liable for any unauthorized use of any User’s Account.
- . Payment terms
- The Merchant will provide Stanbic with a payment schedule which includes the frequency, amount, and currency of direct debit payments as set up and authorized by the Debtor.
- Stanbic will process direct debit transactions in accordance with the payment schedule referred to clause 5.1 above.
- Any fees or charges associated with direct debit processing will be outlined in a separate fee schedule/appendix.
- The system will have capability to retry collections depending on the Merchant set up and in accordance with the retry parameters set at merchant onboarding.
- . Processing Transactions; Onboarding, Disputes, Refunds, Reversals, Reconciliation and Error Notification
(a) Assisted onboarding- The Debtor may submit DDA/DDM instructions to the Merchant to automate direct debit transfers from the Debtor’s Stanbic Account, to the Merchant’s bank account
(b) Except where Stanbic and a Merchant have otherwise agreed, the Debtor maintains the direct relationship with its/his/her Merchant(s) and the Merchant is responsible for:
(i) capturing direct debit mandates in the system as per the parameters agreed with the Debtor;
(ii) providing confirmation or receipts to the Debtor for each direct debit transfer;
(iii) verifying the Debtors’ identities; and
(iv) determining the Debtor’s eligibility and authority to complete Transactions.
Stanbic strictly provides a Platform which among others; facilitates the automation of direct debit transfers based on verified mandates (DDA/DDM) from the Merchant.
(a) Through a Merchant dashboard, Users will be able to monitor in real-time, the direct debit transaction(s) and receive the relevant Notification from the Bank regarding the debits on the Debtor’s Stanbic Account, and notifications to the Debtor thereof.
(b) Incorrect/incomplete mandates: The Merchant is responsible for ensuring that it initiates/issues accurate and complete DDA/DDM (mandates) to facilitate the payment processing and that the Bank is provided with the accurate and complete information to facilitate payment processing. If the Bank is not provided with the accurate and complete information or details or DDA/DDM (mandates), the direct debit transfer transaction may be declined, or funds settled on the wrong account. Stanbic is under no obligation to recover the funds on behalf of the Merchant arising from such incorrect or incomplete Transactions. The Merchant undertakes to fully indemnify and reimburse us for any losses we may incur because of inaccurate or incomplete mandates.
(c) Authorized Transactions may be subject to a dispute. Stanbic is not responsible for or liable to for authorized and completed direct debit transfers that are later the subject of a dispute, refund, or reversal, are submitted without authorization or in error, or violate any laws.
(d) The Merchant is solely responsible for all disputes, and should immediately pay the refunds, reversals, returns, or fines regardless of the reason or timing.
(e) In many but not all cases, the Merchant may have the ability to challenge a dispute by submitting evidence. The Bank may request additional information to assist in contesting the dispute but does not guarantee that your challenge will be successful.
(f) The Merchant is liable for all losses incurred when lost or stolen payment credentials or mandates or accounts are used to purchase products or services from a Merchant. Stanbic does not and will not insure you against losses caused by fraud under any circumstances.
(g) Reconciliation and Error Notification: The Merchant dashboard contains details of DDA/DDM (mandates), approved Transaction, Transaction history, and other activity on your Account. Except as required by law, the Merchant is solely responsible for reconciling the information in the dashboard generated resulting from the Merchant’s use of payment processing services with records of Transactions, and for identifying any Transaction errors. The Merchant agrees to review its account and immediately notify the Bank of any errors. The Bank will investigate any reported errors, including any errors made by Stanbic or a payment service provider/operator or financial institution, and, when appropriate, attempt to rectify them by making the necessary updates. Subject to the relevant laws, if you fail to communicate a Transaction error to us for our review without reasonable justification and/or, in any event, within two (2) days after you discovered it and flagged it in the dashboard, you waive your right to make any claim against us for any amounts associated with the Transaction error.
For more information, please see [email protected].
- . Fees and Fines
- Stanbic will provide the services to you at the rates and for the fees outlined in the published tariff guide. The fees include charges for Transactions (such as processing a payment) and for other events connected with your use of the Platform (such as retry of failed collections). We may revise the fees at any time. However, we will provide you with at least thirty (30) days' advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
- In addition to the fees, you are also responsible for any penalties or fines imposed in relation to your account and/or use of the Platform.
- You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value-added tax, goods and services tax, on the services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us. If you are a withholding agent, you shall provide proof of the same from the Uganda Revenue Authority.
- Standard data costs will be charged when you register for the Platform and every time when you access the Platform. These costs are charged by your internet service provider or mobile phone operator. Any questions related to your data costs must be sent to your internet service provider or mobile phone operator.
- . Compliance with Laws
- You will comply (and warrant that you do comply) with all laws applicable to your use of the Platform and anything directly or indirectly related to it. You also warrant that you are in compliance with all internal and external requirements (including authorities, laws, policies, and instructions) that apply to the entity that you represent.
- . Disclosures and Notices; Electronic Signature Consent
- Consent to Electronic Disclosures and Notices
By registering as a User on the platform, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures/notices from Stanbic, including those required by law. You also agree that your electronic consent will be binding on you and shall have the same legal effect as a physical signature.
- The Merchant accepts to use the Platform to initiate the creation of debit mandates on the Platform. You undertake to perform the required due diligence to facilitate the creation of accurate and complete DDA/DDM (mandates) on the Platform. Mandates that are electronically created on the Platform will be deemed to have been duly executed and will be legally binding on the Debtor and the Merchant. The Mandates will have the same effect as a physically signed mandate.
- Methods of Delivery
You agree that Stanbic can provide Notices regarding the services to you through our website, mobile application, SMS or by mailing Notices to the email or physical addresses identified in your account. Notices may include notifications about your account, changes to the services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within twenty-four (24) hours of the time a Notice is either posted to the dashboard website or emailed to you.
- . Termination
- Termination
This Agreement is effective upon the date you first access or use the services and continues until terminated by you or Stanbic. You may terminate this Agreement by logging out of your Account and deleting the same. We may terminate this Agreement or close your Account at any time for any reason by providing you notice. We may suspend your account and, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the services because of significant fraud or, or any other risks associated with your account; (ii) you use the services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any law or authority, or; (iv) we are otherwise entitled to do so under this Agreement.
- Effects of Termination
Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop initiating new Transactions, and (iii) delete your Account. Your continued or renewed use of the services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement.
- In addition, upon termination, you understand and agree that (i) all licenses granted to you by Stanbic under this Agreement will end/terminate; (ii) We reserve the right (subject to the Data Protection and Privacy Act, 2019 and any other applicable laws) to delete all of your information and Stanbic Data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the services, or any termination or suspension of the services or deletion of your information or Stanbic Data; and (iv) you are still liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the services prior to termination.
- . Stanbic Intellectual Property
- Stanbic and its affiliates exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API/App, services, dashboard, and documentation (collectively, "Stanbic IP") or any copies thereof registered or pending registration anywhere in the world. Stanbic IP is protected by copyright, trade secret, trademarks, patent, and other intellectual property laws, and all rights in Stanbic IP not expressly granted to you in this Agreement are reserved. This clause shall survive the termination of this Agreement.
- You may choose to, or we may invite you to submit comments or ideas about improvements to the service, our API, our Platform, or any other component of our products or services ("Ideas"). If you submit an idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the idea. You also agree that Stanbic has no fiduciary or any other obligation to you in connection with any idea you submit to us and that we are free to use your ideas without any attribution or compensation to you.
- . Data Collection and Protection Policy
- Stanbic is concerned about the privacy of your personal information and data and is committed to protecting your personal information in accordance with our privacy and security statement available at the Bank’s website (https://www.stanbicbank.co.ug/uganda/personal/about-us/legal/privacy-and-security-statement) and the laws of the Republic of Uganda.
- Your right to privacy and security is very important to us. We (Stanbic) treat personal information as private and confidential.
- You consent to us collecting your personal information from you, and where lawful from public sources and processing it for credit, fraud and compliance purposes. You further agree that your personal information provided to Stanbic may be used and retained by Stanbic, and that, to the fullest extent permitted under applicable law, Stanbic may use, process, disclose and transfer your personal information for the purposes of providing the service and/or other services including marketing and research purposes (whether in Uganda or abroad) to Stanbic agents, contractors, any telecommunications operators, any third party service providers, any third party collection agencies, any credit reference agencies, any security agencies, any credit providers, banks, financial institutions, Stanbic professional advisers, our Affiliates, any other persons under a duty of confidentiality to Stanbic, and any of Stanbic actual or proposed assignees or transferees of Stanbic rights.
- If you have provided Stanbic with the Debtor’s personal data or any data from a third party, you confirm that you have the necessary consent to share and/or give that data to Stanbic for processing and further processing in accordance with the Data Protection and Privacy Act as amended from time to time.
- Whenever we commission other organizations to provide support services to us, we will bind them to our privacy policies as far as they may be required to have access to our customers’ personal information to perform such services.
- You agree and acknowledge that Stanbic:
- shall retain and store user identification data and transaction records within the meaning of the Data Protection and Privacy Act and may disclose such data and records to the Central Bank and other governmental and regulatory bodies or pursuant to a court order.
- You accept that Stanbic may disclose or receive personal information or documents about you or other related Know Your customer (KYC) information provided by you to Stanbic to and from local and international law enforcement or any competent regulatory or governmental agencies to assist in the prevention, detection or prosecution of criminal activities or fraud; to facilitate Stanbic’s ability to fulfil legal, governmental or regulatory requirements; and to Stanbic’s legal representatives or auditors or to the applicable court in connection with any legal or audit proceedings (notwithstanding that any such proceedings may be of a public nature).
- You consent and hereby authorize that your communications and preferences connected to your use of the service may be monitored or recorded for use in business practices such as quality control, training, ensuring effective systems operation, prevention of unauthorized use of our telecommunications system and detection and prevention of crime.
- Provided that you have agreed to this, we may use your personal or other information to send you information on new services or products that may be of interest to you and from time to time, will mail, email or SMS information to you about us, our products, and services, or that of our partners. If you do not wish to continue receiving this information, you may contact us, and we will remove you from our mailing list.
- . Security
- We aim to keep the Platform and associated services available and running. However, all online services suffer occasional disruptions and outages. We will not be liable in any manner whatsoever for any outage or disruption to services, regardless of the cause of the disruption or outage.
- You must use and update hardware and software (computer equipment and programs) suitable for this Platform and for the solutions. If you do not, the Platform may not work properly, which could decrease functionality and increase your risk.
- If we offer any software to you on or through our Platform, the licence agreement is between you and the software licensor (owner). You indemnify us against any breach of a software licence. We do not expressly or implicitly warrant that any software is of good quality or suitable for its purpose.
- Information sent over the internet, including by email, can be accessed, seen, or changed by unauthorised parties. We take your privacy and the security of your information very seriously and have applied various security controls to protect the Platform from unauthorised access as explained in our privacy statement. However, the internet is an unsecure public network and there is always a risk that your interactions, communications or transactions can be seen, intercepted, or modified by third parties. We are not responsible for any loss or damage you may suffer if your information is accessed, seen, or changed by an unauthorised party. By using the Platform, you acknowledge and accept these risks.
- You are solely responsible for the security of any data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable laws when handling or maintaining personal data and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend Account or terminate this Agreement.
- You are responsible for assessing the security requirements of your business and selecting and implementing security procedures and controls ("Security Controls") appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the services or suggest that you implement specific security controls. However, your responsibility for securing your business is not diminished by any security controls that we provide or suggest, and if you believe that the security controls, we provide are insufficient, then you must separately implement additional controls that meet your requirements.
- Fraud Risk: While we may provide or suggest security controls, we cannot guarantee that you will never become victims of fraud. Any security controls we provide or suggest may include processes or applications developed by Stanbic, its affiliates, or other companies. You agree to review all the security controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use security controls, you will increase the likelihood of unauthorized Transactions, disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or mandates or Accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement security controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or forged mandates or accounts, compromise of your username or password, changes to the settlement account (the account for debiting of funds), and any other unauthorized use or modification of your Account. Stanbic is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your Account unless such losses result from Stanbic's wilful or intentional actions. Further, you will fully indemnify and reimburse us for any losses we incur that result from the use of lost or stolen credentials or Accounts.
- We may also provide you with data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such data.
- . Availability
- We have the right to change or discontinue (temporarily or permanently) the Platform (or any part of it). We may also limit certain services, features or functions, and we may restrict access to all or parts of the Platform.
- We will not be liable for any loss or damage that you may incur as a result of action taken in terms of this clause.
- . Authorised Persons
- If you are an organisation that is accessing and using the Platform through an Authorised Person, then the following provisions apply to you:
- You warrant that all Authorised Persons have the authority to access and, where applicable, sign up for the solutions accessed on the Platform on your behalf.
- We will be entitled to assume, unless notified to the contrary, that the actions of any Authorised Person are performed in accordance with the authority granted to them by you.
- We will not be obliged to check the integrity of any action, or authenticity of any use of this Platform and are entitled to assume that all instructions, interactions, and usage of the Platform complies with your organisation’s requirements until you advise us otherwise. We will process any changes within a reasonable time period.
- It is your responsibility and/or the responsibility of your Authorised Persons to advise us if any Authorised Person is no longer authorised to access this Platform and/or represent you.
- . Additional Legal Terms
- Right to amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the services by posting such changes on the Platform. We may provide you with notice of any changes through the Platform, via email, or through other means. Your use of the services, Platform, or data after we publish any such changes on the Platform, constitutes your acceptance of the modified terms. You can access a copy of the current terms of this Agreement on the app at any time. You can find out when these Terms and Conditions was last changed by checking the "Last Updated" date at the top of the Terms.
- Assignment.
You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Account to others without our prior written consent. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. Stanbic may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable notice to you.
- No Agency; Third-Party Services
- Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any payment service provider/operator or financial institution. Each party to this Agreement, is an independent contractor.
- We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services ("Third-Party Services"). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. Your access and use of any Third-Party Service is based on your own evaluation and at your own risk. You understand that your use of any Third- Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding, and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy will no longer be in effect. Your use of a Third-Party Service, including those that have a link on our Platform, is subject to that Third-Party Service’s own terms of use and privacy policies.
- Force Majeure
Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, acts of God, government restrictions, pandemic, epidemic or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay fees, fines, disputes, refunds, reversals, or returns under this Agreement.
- Your Liability for Third-Party Claims Against Us
- Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors, and agents, to the extent such persons are acting within the scope of their relationship with you.
- You agree to defend Stanbic, our affiliates, and their respective employees, agents, and service providers (each a “Stanbic Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Stanbic Entity, and you agree to fully reimburse the Stanbic Entities for any claims that results from: (i) your breach of any provision of this Agreement; (ii) any fees, fines, disputes, refunds, reversals, returns, or any other liability we incur that results from your use of the services; (iii) negligent or wilful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and customers.
- Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about you or your business, is accurate and complete; (c) any direct debit mandate/authority represents a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations under this Agreement; (e) you will comply with all laws applicable to your business and use of the services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; and (g) you will not use the services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the services.
- No Warranties
- We provide the services/Platform and Stanbic intellectual property "as is" and "as available", without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of warranty or guarantee. No data, documentation or any other information provided by Stanbic or obtained by you from or through the services - whether from Stanbic or another Stanbic Entity, and whether oral or written - creates or implies any warranty from a Stanbic Entity to you.
- You affirm that we cannot guarantee, and we disclaim any knowledge that you possess the authority to make, or will complete, any Transaction.
- To the fullest extent permissible by law, the Stanbic Entities disclaim any knowledge of, and do not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the services; (b) that the services will meet your specific business needs or requirements; (c) that the services will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that Stanbic will correct any defects or errors in the service, Platform, documentation, or data; or (e) that the services are free of viruses or other harmful code. Use of data you access or download through the services is done at your own risk - you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access or download.
- To the fullest extent permissible by law, nothing in this Agreement operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under law where to do so would: (a) contravene that law; or (b) cause any term of this Agreement to be void.
- Limitation of Liability
- To the fullest extent permissible by law, under no circumstances will any Stanbic Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the services or for the unavailability of the services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the services, even if such damages are foreseeable, and whether or not you or the Stanbic Entities have been advised of the possibility of such damages. The Stanbic Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the services, your Account, or data, or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. The Stanbic Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the services inconsistent with the documentation; (b) any unauthorized access of servers, infrastructure, or data used in connection with the services; (c) interruptions to or cessation of the services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Platform; (e) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
- You agree to limit any additional liability not disclaimed or denied by the Stanbic Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to Stanbic during the three (3) month period immediately preceding the event that gave rise to your claim for damages.
- These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
- We provide the services from facilities in Uganda. We do not claim, and we cannot guarantee that services we provide from Uganda are or will be appropriate or available for any other location or jurisdiction, comply with the laws of any other location or jurisdiction.
- Responding to Legal Process
Stanbic may respond to and comply with any writ of attachment, lien, levy, summon, warrant, or other legal order ("Legal Process") that we believe to be valid. We may deliver or share any direct debit mandate, subject to the terms of our Privacy Policy, any data as required under such Legal Process, even if you are initiating mandates or providing data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. Stanbic is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
- Dispute Resolution: Agreement to Arbitrate
- Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party's intellectual property will be determined by arbitration in English, in, Uganda before a single arbitrator, and shall be subject to the rules and standards of the International Centre for Arbitration and Mediation in Kampala (ICAMEK) in effect on the day the matter is submitted to ICAMEK.
- Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.
- Class Waiver: To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action.
- Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by the laws of the Republic of Uganda. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a court of competent jurisdiction in Uganda. The decision of the arbitrator will be final and binding on the parties and will not; subject to the relevant laws; be subject to appeal or review.
- Fees:Unless the decision of the arbitrator shall direct otherwise, each party shall be responsible for its own legal fees and expenses, and each party shall be responsible for one-half of the fees and expenses of the arbitration. The final decision of the arbitration may be registered and enforced in any court in Uganda having jurisdiction over the matter.
- Confidentiality:The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
- . Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Stanbic for provision and use of the services. Except where expressly stated otherwise in a writing executed between you and Stanbic, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the services. This Agreement sets forth your exclusive remedies with respect to the services. If any provision or portion of this Agreement is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
- . Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at law, in equity. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term "including" or "such as" is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.
- . Applicable law
This Agreement shall be governed by the laws of the Republic of Uganda and the parties hereby submit to the jurisdiction of the courts of law in Uganda.
- . Maintenance and downtime
Stanbic will use reasonable commercial endeavours to undertake maintenance of the services so as not to cause disruption to the services. The Merchant shall receive notification of any scheduled maintenance prior. All notifications for emergency maintenance shall be issued as soon as is practicable.
- . Non-Reliance
Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement, except in the case of fraudulent misrepresentation. No Party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
- . Waiver
- A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
- Waiver of claims
If the Merchant does not notify Stanbic of a claim for damages arising out of or related to this Agreement within one (1) year of the damage having arisen, such claim shall be waived and invalidated.