PesaFii Terms of Service

1. About these Terms

These Terms of Service (the “Terms”) govern your access to and use of PesaFii, a hotspot billing and network management platform developed and operated by Agrinal Enterprises Limited in Uganda. In these Terms, “PesaFii”, “we”, “us” and “our” mean Agrinal Enterprises Limited operating the PesaFii platform.

PesaFii helps WiFi and internet service businesses sell internet packages and vouchers, accept Mobile Money payments, manage MikroTik routers, pay out earnings and monitor sales and network activity. Businesses using PesaFii are referred to in these Terms as hotspot operators, operators or tenants.

These Terms are a binding agreement between you and Agrinal Enterprises Limited. Please read them carefully. They include provisions that limit our liability, allow us to suspend or close accounts, and require most disputes to be resolved by arbitration in Uganda rather than in court.

The PesaFii Privacy Notice, available at pesafii.net/privacy, explains how personal data is collected and handled and forms part of these Terms by reference. Where these Terms describe a service obligation and the Privacy Notice describes the same activity as a data practice, both apply.

2. Acceptance of these Terms

By creating a PesaFii account, signing in to the dashboard or mobile app, connecting a router to the platform, selling or redeeming a voucher, buying internet access through a PesaFii captive portal, or otherwise accessing or using any part of the service, you agree to these Terms. If you do not agree to them, you must not access or use the service.

If you accept these Terms on behalf of a company, business or other organisation, you confirm that you have the authority to bind that organisation, and “you” means both you and that organisation. The organisation is responsible for everything done under its account.

Minimum age

• You must be at least 18 years old, and have the legal capacity to enter into a binding contract under the laws of Uganda, to open or hold a PesaFii account. This applies to account owners, team members and sales agents.
• We do not knowingly allow anyone under 18 to open a PesaFii account. If we learn that an account holder is under 18, we may suspend or close the account.
• Public hotspots may in practice be used by people of any age. A hotspot customer under 18 should only buy and use internet access with the permission of a parent or guardian, and the hotspot operator is responsible for ensuring that the way it offers WiFi access complies with applicable requirements concerning minors.

If you are a hotspot customer, these Terms apply to you only in relation to your purchase and use of internet access through a PesaFii captive portal. Your wider relationship is with the hotspot operator whose WiFi you are using, not with PesaFii.

3. Who these Terms apply to

Different people use PesaFii in different ways, and some obligations below apply only to some of them:

• Hotspot operators (account owners): the businesses and individuals who create a PesaFii account, connect routers, set prices and receive payouts. Most obligations in these Terms fall on the operator.
• Team members and staff: people an operator adds to its account with a defined role and permissions. They act under the operator's account and the operator remains responsible for what they do.
• Sales agents: people who sell vouchers on behalf of an operator through the agent portal, on the commission terms the operator sets.
• Hotspot customers: people who connect to a participating WiFi hotspot and buy internet access with Mobile Money or a voucher. Hotspot customers do not create PesaFii accounts.
• Payout recipients: people whose Mobile Money numbers an operator uses to receive withdrawals and transfers from its PesaFii wallet.

4. What PesaFii provides

PesaFii provides software and hosted infrastructure. Subject to these Terms, the service includes:

• a web dashboard and mobile app for managing hotspots, packages, vouchers, customers, sales and team access;
• captive portal pages served from your routers, which authenticate devices and take payment for internet access;
• Mobile Money collection from hotspot customers, and payouts to Mobile Money numbers you nominate, through our payment provider;
• a wallet and ledger recording what you have collected, what has been charged and what you have withdrawn;
• router management features including provisioning, encrypted tunnels between your routers and the platform, RADIUS authentication and accounting, session control, remote administrative access to your own routers, and network monitoring;
• reporting and analytics on sales, customers, sessions and network activity.

PesaFii is not an internet service provider and does not supply internet bandwidth, routers, SIM cards or airtime. You are responsible for your own routers, your upstream internet connection, your electricity supply and any licences or approvals your business needs in order to resell internet access, including any requirements of the Uganda Communications Commission.

We may add, change, improve or withdraw features. Where a change materially reduces functionality you rely on, we will give reasonable prior notice as described in the Changes to these Terms section.

5. Your PesaFii account

Creating an account

• You must provide accurate, current and complete information when registering, and keep it up to date. Registration requires a username, a password, an email address and a phone number.
• We may require you to verify your email address, or to confirm a one-time code, before certain features become available.
• One business should operate one account. Creating multiple accounts to evade fees, limits, suspension or any provision of these Terms is a breach of these Terms.

Keeping your credentials safe

• You are responsible for keeping your password, withdrawal PIN, two-factor authentication codes, one-time codes, voucher stock and API or router credentials confidential.
• Passwords, withdrawal PINs and one-time codes are stored only as cryptographic hashes. We cannot read them, and we will never ask you for them. Treat any request for them as fraudulent.
• You must not share, sell, publish or transfer your sign-in credentials, and you must not let anyone else use your account. Add a team member with an appropriate role instead.
• You are responsible for all activity that occurs under your account and under the accounts of the team members and agents you create, whether or not you authorised it, except to the extent it results from our own failure.
• You must notify us at legal@pesafii.net without undue delay if you know or suspect that your credentials have been compromised, that an unauthorised payout has been attempted, or that anyone has gained unauthorised access to your account or routers.

Security features you should use

• Payouts from your wallet require a withdrawal PIN. Repeated incorrect attempts temporarily lock payouts.
• Two-factor authentication is available for wallet payouts and we strongly recommend enabling it. If you choose not to, you accept the additional risk.
• Sessions are per device and can be revoked individually. Review your signed-in devices regularly and revoke any you do not recognise.

Inactive accounts

Administrator accounts that remain unused for a prolonged period may be removed automatically. At the date of these Terms that period is 90 days without activity. Removal of an administrator account does not by itself delete financial records, which are retained as described in the Privacy Notice. Sign in periodically if you want to keep an account open.

6. Team members, roles and sales agents

An account owner may add team members and assign each one a role. At the date of these Terms the available role templates are Admin, Manager, Voucher Manager, Sales Staff, Support Staff and Viewer, each granting a defined set of permissions. The owner may also grant or withhold individual permissions.

• The account owner is responsible for choosing appropriate roles, for reviewing them, and for removing access promptly when someone leaves.
• Permissions are enforced by our servers, not merely hidden in the interface. Attempting to perform an action you do not have permission for, or to obtain permissions you were not granted, is a breach of these Terms.
• Sales agents sell vouchers on the commission terms the operator sets in the dashboard. The commercial relationship, including commission, float and settlement, is between the operator and the agent. PesaFii records those transactions and provides the tooling; it is not a party to that relationship and is not responsible for paying agents.
• Team members and agents must comply with these Terms. The operator remains responsible to us for their acts and omissions.

7. Acceptable use

You must use PesaFii lawfully, honestly and in a way that does not harm other users, our systems, our providers or the public. The following are prohibited.

Unlawful and harmful activity

• Using the service for any unlawful purpose, or in breach of any law, regulation, licence condition or court order applicable to you, including Ugandan communications, consumer protection, anti-money-laundering, sanctions and data protection law.
• Money laundering, terrorist financing, handling proceeds of crime, or using PesaFii wallets and payouts to move funds unconnected to genuine sales of internet access.
• Fraud of any kind, including fraudulent Mobile Money transactions, chargeback abuse, collusion with agents to misreport sales, creating fictitious sales to manipulate reporting, and misrepresenting who owns a Mobile Money number used for payouts.
• Distributing malware, ransomware, phishing pages or any code intended to damage, disable or gain unauthorised access to any system.
• Infringing anyone's intellectual property, privacy, publicity or other rights.

Abuse of the platform and network

• Attempting to access any account, tenant, router, wallet, voucher, session or record that does not belong to you, or that you have not been granted access to.
• Circumventing or attempting to circumvent authentication, session limits, device limits, package expiry, anti-tethering controls, rate limits, permission checks or fee accounting.
• Using the remote access and router administration features against any router you do not own or are not authorised to administer.
• Tampering with, spoofing or replaying RADIUS, accounting, payment notification or provisioning traffic, or falsifying session, usage or payment records.
• Reselling, sublicensing or white-labelling access to the PesaFii platform itself to third parties without our prior written agreement. Selling internet access to your own hotspot customers is of course the intended use.
• Scraping, bulk-extracting or systematically harvesting data from the platform, or accessing it by automated means other than through interfaces we provide for that purpose.
• Imposing an unreasonable or disproportionate load on the platform, our payment provider or our infrastructure, including through automated request floods or retry storms.

Reverse engineering and security testing

• Copying, modifying, translating, decompiling, disassembling or reverse engineering any part of the platform, or attempting to derive its source code, except to the extent that applicable law expressly permits this despite this restriction.
• Probing, scanning or testing the vulnerability of the platform or any related system or network, or breaching or circumventing any security or authentication measure, without our prior written permission.
• Publishing or exploiting a vulnerability you discover. If you find one, report it responsibly to legal@pesafii.net and give us a reasonable opportunity to fix it before disclosing it to anyone else.

Communications, content and conduct

• Sending spam, unsolicited bulk or commercial messages, or using the platform's messaging, notification or support features to distribute them.
• Harassing, threatening, defaming, impersonating or abusing any person, including our staff, other operators, agents, hotspot customers and our providers.
• Uploading or publishing content that is unlawful, obscene, hateful, discriminatory, deceptive or harmful to minors, including on captive portal pages, voucher templates, package descriptions and business profiles.
• Misrepresenting what a customer is buying, including advertising speeds, data volumes or validity periods you do not intend to deliver.

Your responsibilities toward your own hotspot customers

• You must describe your packages honestly, including price, validity, data allowance and any speed limit, and you must deliver what you sold.
• You must handle your customers' complaints and refund requests yourself. Your customer's contract for internet access is with you, not with PesaFii.
• You must comply with data protection law in the way you collect and use information about your hotspot customers, and you must not use the platform to intercept, inspect or monitor their communications unlawfully.

We may investigate suspected breaches of this section and take the action described in the Suspension and termination section, including removing content, disabling features, suspending an account or reporting the matter to the authorities.

8. Intellectual property rights

What we own

The PesaFii platform is our property. Agrinal Enterprises Limited and its licensors own all rights, title and interest in and to the service, including the software and source code of the dashboard, mobile app, backend, provisioning and RADIUS integration, the captive portal templates and their design, the database schema and structure, the documentation, and the “PesaFii” name, logo, product names and other trademarks and brand features, together with all copyright, trademark, database, design and other intellectual property rights in them.

Nothing in these Terms transfers any of those rights to you. All rights we do not expressly grant are reserved.

The licence we grant you

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the service, and to install and run the captive portal pages we generate on the routers you own or administer, for the sole purpose of operating your own hotspot business for the duration of your account.

This licence does not permit you to sell, rent, lease, sublicense, distribute or otherwise make the platform available to third parties as a service of your own, to remove or obscure any proprietary notice, or to use our trademarks, name or branding except to identify PesaFii as the platform you use, accurately and without implying endorsement or partnership.

Feedback

If you send us suggestions, feature requests, bug reports or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We are free to implement it, and you are not entitled to compensation for it. This does not give us any right to your own confidential business information beyond the feedback itself.

9. Your content on the platform

What counts as your content

“Your Content” means anything you or your team members and agents submit to, upload to or create on the platform. It includes your business name and profile, logos and images used to customise a captive portal, portal text, colours and layout choices, package names, descriptions and prices, voucher batch and template designs, router names and location labels, customer notes, support messages and any file you upload.

You keep ownership

You retain all rights you have in Your Content. These Terms do not transfer ownership of it to us.

The licence you grant us

You grant PesaFii a non-exclusive, worldwide, royalty-free, sublicensable (to our hosting, payment and infrastructure providers only, and only so they can perform their part of the service) licence to host, store, copy, reproduce, transmit, adapt, format, publicly display and distribute Your Content, for the sole purpose of operating, securing, supporting and improving the service for you.

This licence exists because of what the product actually does: a logo you upload has to be copied to your routers and shown to your customers on the captive portal, a package description has to be rendered on a portal page, and everything you create has to be stored and backed up by our infrastructure providers. The licence lasts as long as we host the content, and ends when the content is deleted, except for copies retained in backups or where we are required to keep records, as described in the Privacy Notice.

What you promise about your content

• You own Your Content or have all rights and permissions necessary to submit it and to grant the licence above.
• Your Content, and our handling of it as permitted here, does not infringe anyone's intellectual property, privacy or other rights, and does not breach any law.
• Your Content is not unlawful, misleading, obscene, hateful, discriminatory, harmful to minors or otherwise in breach of the Acceptable use section.
• You have any consents you need from the people your content relates to.

Moderation and removal

We do not routinely monitor Your Content and we are not responsible for it. We may, but are not obliged to, review it. If we reasonably believe that content breaches these Terms, is unlawful, exposes us or our providers to liability, or endangers the service or other users, we may remove or disable it, or require you to change it.

Where practicable we will tell you what we removed and why, and give you an opportunity to respond, unless we are legally prevented from doing so or immediate action is necessary. Repeated or serious breaches may result in suspension or termination.

Backups

You are responsible for keeping your own copies of anything you would not want to lose. While we maintain infrastructure backups, we do not offer a content restore service and we are not liable for content you did not keep a copy of.

10. Fees, pricing and how we are paid

All amounts on the platform are in Uganda Shillings (UGX).

There is no subscription fee

PesaFii does not charge an upfront or recurring subscription fee to open or hold an operator account. We are paid out of the transactions we process for you, as set out below. If we introduce a subscription or plan-based charge in future, we will do so only with prior notice under the Changes to these Terms section, and it will not apply retroactively.

You set your own prices

You decide what to charge your hotspot customers for each package and voucher. Those prices are yours, and the contract for internet access is between you and your customer.

Fees on Mobile Money collections

When a hotspot customer pays for a package, we deduct our fees from the gross amount collected and credit the remainder (the net amount) to your PesaFii wallet. Two separate fees apply to each payment:

• a platform fee, which is PesaFii's own charge for providing the service; and
• a gateway fee, which covers the cost charged by our Mobile Money payment provider.

At the date of these Terms the platform fee is 6% and the gateway fee is 2% of the gross amount of each payment, a combined 8%. Payments completed before 3 August 2026 were priced under the previous schedule of an 8% platform fee and a 2% gateway fee, and their records keep those rates.

Voucher activation fee

Vouchers do not attract a fee when they are generated or printed. A voucher activation fee is charged when a voucher is first used. At the date of these Terms that fee is 2% of the voucher's face value. Vouchers first activated before 3 August 2026 were charged at the previous rate of 3%.

How fees are calculated

• Fees are calculated on each individual payment or voucher activation, not on a daily or monthly total, and are rounded to the nearest shilling.
• The arithmetic is exact: the gross amount always equals the total fee plus the net amount credited to you, and the total fee always equals the platform fee plus the gateway fee. No shilling is unaccounted for.
• Every payment record stores the fee rates that priced it. This is what allows historical sales to be reported accurately even after a rate changes.

Changes to rates

We may change our fee rates. A rate change takes effect from a stated future date and time and applies only to transactions completed on or after it. We will never reprice a completed transaction: a payment or voucher activation is always charged at the rate in force when that business event actually occurred, even if the confirmation from the payment provider reaches us later. We will give you notice of a rate change in accordance with the Changes to these Terms section.

Outstanding charges

If a fee could not be taken at the time it arose, it is recorded as an outstanding platform charge against your account and may be settled from later credits to your wallet. That recovery is limited in the following ways:

• it can never take your wallet below zero;
• it settles whole charges only, oldest first;
• each charge is settled once and once only; and
• every settlement is recorded in your wallet ledger so you can see what was taken and why.

Fees already deducted from a payment at the time it was credited are not charged again. If you believe you have been charged twice for the same event, contact us and we will investigate and correct it.

11. Wallet, withdrawals and payouts

Your wallet

Your PesaFii wallet records the net proceeds of sales made through the platform, less amounts withdrawn and charges settled. Every movement is recorded in a ledger with a reason. The ledger is the authoritative record of your balance. Figures shown on dashboards and reports are operational aids and may be cached, aggregated or scoped differently; where a dashboard figure and the ledger disagree, the ledger governs.

Your wallet is not a bank account. It does not earn interest, it is not a deposit-taking facility, and it is not covered by any deposit protection scheme. It is a record of amounts we hold for you pending payout.

Withdrawals

• You may withdraw available funds to a Mobile Money number you nominate, subject to a minimum withdrawal amount. At the date of these Terms that minimum is UGX 2,000.
• Withdrawals require your withdrawal PIN, and two-factor authentication where you have enabled it.
• Before you confirm a withdrawal we show you a quote: the amount the recipient will receive, the fees, and the total that will be debited from your wallet. Confirming the quote authorises the debit.
• We may verify the name registered to the recipient Mobile Money number before sending funds, and we may decline a withdrawal where verification fails or the details appear inconsistent.

Withdrawal fees

A withdrawal fee is added on top of the amount the recipient is to receive, so that the recipient gets exactly the amount you requested. The fee is made up of three separate components, which are shown to you separately in the quote:

• the mobile network's own charge (MTN or Airtel);
• the charge made by Yo! Uganda, our payment provider; and
• PesaFii's own fee, which is the only part that is our revenue.

The fee depends on the size of the withdrawal, on a banded schedule shown in the dashboard at the time you request it. Historical withdrawals keep the fee schedule that priced them and are never recalculated against a newer one.

Timing and provider dependence

Payouts depend on our payment provider and on the mobile networks. We cannot guarantee that a payout will complete within any particular time. Payouts may be delayed or fail because of insufficient provider float on a particular network, network downtime, an invalid or barred recipient number, or provider risk controls. Where a payout fails, we return the reserved amount to your wallet. Where the outcome of a payout is genuinely unknown, we will not report it as successful until it is confirmed.

When we may hold or refuse a payout

We may delay, hold or refuse a withdrawal, and where necessary freeze wallet activity, where we reasonably believe it is necessary to investigate suspected fraud or unauthorised access, to comply with a legal or regulatory obligation or a request from a competent authority, to resolve a dispute or reconciliation discrepancy, or to recover amounts you owe us. We will tell you when we do this and why, unless we are legally prevented from doing so, and we will act without undue delay.

12. Refunds, disputes and reconciliation

Refunds to hotspot customers

Your hotspot customers buy internet access from you, not from PesaFii. You set and are responsible for your own refund policy, and for handling your customers' complaints. PesaFii does not refund hotspot customers on your behalf and does not adjudicate disputes between you and your customers.

Failed and duplicate payments

• If a customer is debited but the payment is not confirmed to us, the payment remains pending until it is reconciled. We run automatic reconciliation against the payment provider and update the outcome when it is known.
• If a payment is confirmed more than once, only one credit is applied. Our systems are designed so that a repeated payment notification does not credit a wallet twice or sell the same package twice.
• If a customer paid but was not granted access because of a fault in the platform, tell us and we will investigate the record and correct it.

Our fees

Where a payment is reversed or was never genuinely collected, the fees charged on it are reversed with it. Fees on a completed payout are not refundable once the payout has been sent, because the mobile network and provider components have already been incurred.

Raising a discrepancy

If you believe your wallet balance, a fee, a sale or a payout is wrong, contact us at legal@pesafii.net with the transaction reference and the date. Please raise it within 90 days of the transaction, so that provider records are still available for us to check. We will investigate and, where a correction is due, make it by posting a correcting entry to your ledger. We correct financial history by adding entries that explain the correction, not by rewriting past records.

13. Taxes

Amounts shown on the platform are the amounts collected and paid. You are solely responsible for determining, declaring and paying any taxes arising from your own business, including value added tax, income tax, withholding tax and any levy on electronic transactions, and for issuing any receipts or invoices your customers or the tax authority require.

PesaFii does not provide tax advice. Where we are required by law to withhold or account for tax on amounts we pay to you, we may do so and will tell you the amount withheld.

14. Service availability, changes and support

We work to keep PesaFii available and reliable, but we do not offer or guarantee any particular level of availability, uptime or performance under these Terms. Any availability figure shown on our website or in marketing material is a description of past or observed performance, not a contractual commitment.

The service depends on things outside our control, including your routers and their configuration, your upstream internet connection and power supply, the mobile networks, our payment provider, our hosting and database providers, and the public internet. An interruption in any of them can interrupt the service.

We may carry out maintenance, deploy updates and make changes to the platform. We aim to schedule disruptive maintenance outside peak hours and to give notice of it where practicable, but urgent security or stability work may be done without notice.

Support is provided through the channels we make available from time to time. We aim to respond promptly but do not commit to a specific response or resolution time unless we have separately agreed one with you in writing.

15. Disclaimers and warranties

To the fullest extent permitted by law, the service is provided “as is” and “as available”, with all faults and without warranty of any kind.

We expressly disclaim all warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy and non-infringement.

In particular, and without limiting the above, we do not warrant that:

• the service will be uninterrupted, timely, secure or error free;
• any defect will be corrected, or corrected within any particular time;
• the service will meet your requirements or achieve any particular commercial result;
• any router, tunnel, session, payment, payout or notification will succeed on any given attempt;
• reports, analytics, forecasts or dashboard figures are free from error, or suitable to be relied on for accounting, tax or regulatory purposes without your own verification against the ledger and your provider statements;
• internet access sold through the platform will achieve any particular speed, latency or data throughput, which depend on your own network and upstream connection.

No system can guarantee absolute security. We describe the safeguards we use in the Privacy Notice, and we do not claim they are complete or infallible.

No advice or information, whether oral or written, obtained from us or through the service creates any warranty not expressly stated in these Terms. Nothing in this section excludes a warranty or liability that cannot lawfully be excluded.

16. Limitation of liability

To the fullest extent permitted by law, and except as stated in the exclusions below:

Types of loss we are not liable for

We will not be liable for any indirect, incidental, special, punitive or consequential loss or damage, or for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, loss of customers, loss of data, or the cost of procuring substitute services, however caused and whether or not we were advised of the possibility of that loss.

We will also not be liable for loss arising from matters we do not control, including your routers, network configuration, upstream connectivity or power supply; the acts, omissions, downtime, float shortages or fee changes of mobile networks or our payment provider; the acts or omissions of your own team members, agents or customers; or your failure to keep your credentials secure or to enable available security features.

Cap on our total liability

Our total aggregate liability to you for all claims arising out of or relating to these Terms or the service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total platform fees you actually paid to us in the three (3) months immediately preceding the first event giving rise to the claim.

For clarity, “platform fees” means PesaFii's own revenue share. It does not include the gateway fee, the mobile network component or the payment provider component of any withdrawal fee, none of which we retain, and it does not include the amounts we hold and pay out to you, which remain yours.

What is not limited

Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be limited or excluded under the laws of Uganda.

Nothing in this section relieves us of our obligation to account accurately for money we hold for you. Amounts correctly recorded in your wallet ledger remain payable to you and are not affected by the cap above.

Allocation of risk

You acknowledge that the fee rates and the limitations in this section reflect an agreed allocation of risk between us, and that we would not provide the service on these commercial terms without them.

17. Indemnity

You agree to indemnify and hold harmless Agrinal Enterprises Limited, its directors, employees and agents against any claim, demand, proceeding, loss, liability, damage, fine or cost (including reasonable legal fees) arising out of or connected with:

• your breach of these Terms or of any law, regulation or licence condition applicable to your business;
• Your Content, or our permitted handling of it;
• your provision of internet access to your hotspot customers, including any dispute, complaint or claim brought by a customer, agent or team member of yours;
• your use of the platform's router administration and remote access features;
• any tax, levy or duty for which you are responsible.

We will notify you of any claim to which this section applies, allow you to participate in its defence at your cost, and will not settle it in a way that imposes an obligation on you without your consent, which you must not unreasonably withhold.

18. Suspension and termination

Ending your account

You may stop using PesaFii at any time. To close an account, contact us at legal@pesafii.net. Before closing, withdraw your available balance and settle any outstanding charges, and tell your hotspot customers, because your captive portals will stop selling and authenticating access.

When we may suspend or terminate

We may suspend your access to all or part of the service, disable specific features, remove content, or terminate your account and these Terms, if:

• you breach these Terms, and either the breach cannot be put right or you do not put it right within a reasonable period after we ask you to;
• we reasonably suspect fraud, money laundering, unauthorised access, or use of the service to commit or facilitate a crime;
• your use threatens the security, integrity or availability of the platform, or the service we provide to other operators;
• a payment provider, network operator, regulator, court or other competent authority requires it, or continuing would put us in breach of a legal obligation;
• amounts you owe us remain unpaid, or your account carries outstanding charges that repeatedly cannot be settled;
• your account remains inactive for a prolonged period, as described in the Your PesaFii account section; or
• we cease to provide the service or the relevant feature.

Notice

We will normally give you reasonable notice before suspending or terminating, together with the reason and, where the problem can be fixed, an opportunity to fix it. We may act immediately and without prior notice where there is a risk of fraud, financial loss, security compromise, harm to other users or breach of law, or where a court, regulator or provider requires it. Where we act without prior notice, we will tell you as soon as we reasonably can, unless we are legally prevented from doing so.

What happens on termination

• Your licence to use the service ends immediately, and access to the dashboard, mobile app and APIs stops.
• Your captive portals stop selling packages and authenticating devices, and your routers stop being managed by the platform. Sessions already in progress may end.
• We will pay out any balance correctly recorded in your wallet ledger, less any amounts you owe us and any amount we are required to withhold, to a Mobile Money number you nominate, subject to the minimum withdrawal amount and to identity and anti-fraud checks. Where a balance is below the minimum withdrawal amount and cannot be paid out, we will tell you and agree a reasonable approach with you.
• Vouchers you have issued but not sold will no longer activate. Vouchers already sold to customers may stop working, which is why you should tell your customers before closing.
• Data is retained or deleted as described in the Privacy Notice. Financial and transaction records are retained where we are required to keep them, even after an account is closed.

Survival

The following survive termination: Intellectual property rights, the licence you granted in Your content on the platform to the extent needed for retained copies, Fees (in respect of amounts already accrued), Taxes, Disclaimers and warranties, Limitation of liability, Indemnity, Governing law and dispute resolution, and General terms, together with any other provision that by its nature is intended to survive.

19. Data protection

How personal data is collected, used, shared, retained and protected is set out in the PesaFii Privacy Notice, published at pesafii.net/privacy. Please read it. It forms part of these Terms.

Where you use PesaFii to serve your own hotspot customers, you and PesaFii each have obligations under the Uganda Data Protection and Privacy Act, 2019 and its regulations. You are responsible for the lawfulness of the way you offer and operate your WiFi service, for telling your customers what you do with their information, and for obtaining any consent your own activities require. We are responsible for handling data in accordance with the Privacy Notice and for the safeguards described there.

If you receive a request from a person exercising their data protection rights in relation to data held on the platform, or become aware of a personal data breach affecting it, contact us at privacy@pesafii.net without undue delay so that we can respond together.

20. Governing law and dispute resolution

Governing law

These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or their formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Republic of Uganda, without regard to conflict of law principles.

Talk to us first

Most problems can be resolved quickly. Before starting formal proceedings, you agree to contact us at legal@pesafii.net with a written description of the dispute and the outcome you are seeking, and both parties agree to try in good faith to resolve it within thirty (30) days of that notice.

Arbitration

If a dispute is not resolved within that thirty (30) day period, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act of Uganda and the rules of the Centre for Arbitration and Dispute Resolution (CADER). The arbitration shall be conducted by a single arbitrator appointed by agreement between the parties or, failing agreement within fourteen (14) days, appointed by CADER. The seat of arbitration shall be Kampala, Uganda, and the language shall be English. The arbitrator's award shall be final and binding, and judgment on it may be entered in any court of competent jurisdiction.

Each party bears its own legal costs and an equal share of the arbitrator's fees, unless the arbitrator decides otherwise.

Exceptions to arbitration

Either party may, without first following the steps above, apply to a court of competent jurisdiction in Uganda for urgent interim or injunctive relief, and may bring a claim in respect of the infringement or misuse of its intellectual property. Nothing in this section prevents either party from reporting a matter to a regulator or law enforcement authority.

Individual claims only

You and PesaFii agree to bring claims against each other only in an individual capacity, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person's claims, or preside over any form of representative proceeding, without the written agreement of both parties.

If this paragraph, or any part of the arbitration provisions above, is held to be unenforceable, that part shall be severed and the dispute shall be resolved by the courts of Uganda, which shall have exclusive jurisdiction. The remainder of this section shall continue to apply.

Consumers

If you are a hotspot customer using a participating WiFi service rather than an operator running a business on the platform, nothing in this section deprives you of the protection of any mandatory consumer law, or of your right to bring proceedings in the courts otherwise available to you.

21. Changes to these Terms

We may update these Terms as the service, our providers, our commercial arrangements or the law change. The current version is always published at pesafii.net/terms, together with a version number, an effective date and a last updated date.

How we will tell you

• For a material change, we will give you at least fourteen (14) days' notice before it takes effect, by email to the address on your account and by a notice in the dashboard.
• For a change to fee rates, we will additionally state the exact date and time from which the new rate applies. The new rate applies only to transactions completed on or after that moment, and never to transactions already completed.
• For a minor change that does not materially affect your rights or obligations, such as a clarification, a correction or an update to contact details, we will publish the updated version with a new last updated date.
• Where a change is required immediately by law, by a regulator or to address a security risk, it may take effect on shorter notice or immediately, and we will explain why.

Your choice

Continued use of the service after a change takes effect means you accept the updated Terms. If you do not accept them, you must stop using the service before the effective date and may close your account as described in the Suspension and termination section. Closing your account for this reason does not deprive you of your accrued wallet balance, which remains payable to you.

We will not apply a change retroactively to transactions or events that occurred before it took effect.

22. General terms

Entire agreement

These Terms, together with the Privacy Notice and any written agreement we sign with you, are the entire agreement between us about the service, and replace any earlier understanding or representation about it. Where a separately signed written agreement with us conflicts with these Terms, that agreement prevails to the extent of the conflict.

Assignment

You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent. We may assign or transfer them to an affiliate, or in connection with a merger, reorganisation or sale of all or substantially all of our assets, provided your accrued rights are not prejudiced.

Severability and waiver

If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions shall continue in full force. Our failure to enforce any provision is not a waiver of it, and no waiver is effective unless given in writing.

No partnership

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and PesaFii. Neither party may bind the other.

Third parties

These Terms are between you and us. No other person has any right to enforce them, except that our directors, employees and agents may rely on the Limitation of liability and Indemnity sections.

Force majeure

Neither party is liable for failure or delay in performing its obligations (other than an obligation to pay money already owed) caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, act of government or regulator, strike, failure of the public internet, failure of a mobile network or payment provider, and power or telecommunications failure. The affected party will tell the other as soon as reasonably practicable and will use reasonable efforts to resume performance.

Notices

We may give you notice by email to the address on your account, by a notice in the dashboard, or by publishing it on pesafii.net. You must give us formal notice in writing to legal@pesafii.net, or by post to the registered address in the Contact information section. Notice is treated as given on the day it is sent by email or published, or on delivery if sent by post.

Language and interpretation

These Terms are written in English, and English governs their interpretation. Headings are for convenience and do not affect meaning. “Including” means “including without limitation”.

23. Contact information

PesaFii is operated by Agrinal Enterprises Limited, Uganda.

Registered address, and the address for formal legal notices: Buwambo Kiti, Uganda

Legal notices and general enquiries: legal@pesafii.net

Privacy and data protection enquiries: privacy@pesafii.net

Privacy Notice: pesafii.net/privacy

These Terms: pesafii.net/terms

If you have a complaint about the service, please contact us at legal@pesafii.net first, describing the problem and what you would like us to do. We will acknowledge it and work with you to resolve it before either of us starts the dispute process in the Governing law and dispute resolution section.