clinicPesa Limited Terms and Conditions

1.0 THE AGREEMENT

1.1. This agreement sets out the complete Terms and Conditions (hereinafter called “these Terms and Conditions”) which shall be applicable to the clinicPesa account (as hereinafter defined) opened by you (as hereinafter defined) with MTN Uganda (as hereinafter defined), clinicPesa LTD (as hereinafter defined).

1.2. These Terms and Conditions and any amendments or variations thereto take effect on their date of publication.

2.0 DEFINITIONS

In this agreement, unless the context otherwise requires:-

=> “Auto savings” means a transaction requested by a clinicPesa customer to transfer a predefined amount of e-money from the MTN Mobile Money account to the customer’s clinicPesa account on predefined dates and with pre-defined frequencies.

=> “clinicPesa Limited“ is a limited liability company incorporated in Uganda with registered offices at 4th floor Soliz House, Plot 23 Lumumba Avenue, P.O. Box 35690, Kampala, Uganda;

=> “clinicPesa Menu” means the clinicPesa menu on the MTN Uganda Mobile Money system;

=> “clinicPesa PIN” means your personal identification number being the secret code used to access and operate the clinicPesa system and your clinicPesa account on the Web and mobile application.

=> “Credit Reference Bureau” means a credit reference bureau duly licensed under the pursuant to Financial Institutions Act, 2004 and the Financial Institutions (Credit Reference Bureaus) Regulations, 2005 to inter alia, collect and facilitate the sharing of customer credit information;

=> “Customer” means the person in whose name the clinicPesa account with clinicPesa LTD exists;

=> “Customer Care Centre” means any MTN Uganda retail shops or such other retail outlets or outlets as may be notified to the customer by MTN UGANDA or clinicPesa LTD from time to time;

=> “Deposit” is when a user saves money on to their clinicPesa account or to their next of kin’s clinicPesa account;

=> “Device” includes your mobile phone handset, SIM card and/or other device which when used together enables you to access the network;

=> “E-money” means the electronic monetary value depicted in your MTN Uganda Mobile Money account representing an equal amount of cash;

=> “Lock period” means such minimum period of time not less than Six (6) month and not exceeding twelve (12) months, or such other period communicated by clinicPesa LTD from time to time in which the customer requires that the principal amount be withdrawn and during which period the principal amount will be available to the customer for payment of a medical bill at a clinicPesa registered healthcare provider.

=> “Medical loan” or “top up funds” means additional funds paid on your behalf by clinicPesa LTD in form of a loan top-up that is payable back to clinicPesa by you within a specific period of time at a given loan fee to which a user qualifies subject to Terms and Conditions;

=> “MTN Uganda“ is a limited liability company incorporated in Uganda with registered offices at Jinja Road, Old Port Bell Road, P.O. Box 24624, Kampala, Uganda;

=> “MTN Uganda Mobile Money account” means your Mobile Money store of value, being the record maintained by MTN Uganda of the amount of e- money from time to time held by you in the MTN Uganda Mobile Money system;

=> “MTN Uganda Mobile Money PIN” means your personal identification number being the secret code used to access and operate the MTN Uganda Mobile Money System and your clinicPesa account on the Mobile Money Menu;

=> “MTN Uganda Mobile Money service” means the money transfer and payments service provided by MTN Uganda through the MTN Uganda Mobile Money system;

=> “MTN Uganda Mobile Money subscriber” means any person registered to use the MTN Uganda Mobile Money system to send or receive money or make payments;

=> “MTN Uganda Mobile Money system” means the system operated by MTN Uganda in Uganda for the provision of the MTN Uganda Mobile Money service using the Network;

=> “Network” means the mobile cellular network operated by MTN Uganda in Uganda;

=> “NSIS” means the National Security Information System set up and maintained by the Government of Uganda under the Ministry of Internal Affairs;

=> “Request” means a request or instruction received by clinicPesa LTD from you or purportedly from you through the network and the system and upon which clinicPesa LTD is authorized to act;

=> “Services” shall include any form of services or products that clinicPesa LTD may offer to the customer pursuant to this agreement and as the customer may from time to time subscribe to and “Service” shall be construed accordingly;

=> “SIM card” means the subscriber identity module which when used with the appropriate mobile phone handset enables you to access the network and to use the MTN Uganda Mobile Money system to access the clinicPesa system;

=> “SMS” means a short message service consisting of a text message transmitted from one mobile phone to another;

=> “System” means clinicPesa LTD’s electronic application software enabling the customer to communicate with clinicPesa LTD for purposes of the services. The system and the services will for the purpose of this agreement be accessed through the MTN Uganda Mobile Money System Menu, clinicPesa Web, clinicPesa mobile application and any other channel communicated by clinicPesa LTD;

=> “Transaction fees” includes the facility fee (as defined at clause 5.2.6), the rollover fee (as defined at clause 5.2.9) and any other fees and charges payable for the use of the services as published by clinicPesa LTD on clinicPesa LTD’s website and/or MTN Uganda’s website and/or the daily newspapers in Uganda or by such other means as clinicPesa LTD shall in its sole discretion determine. Transaction fees are subject to change at any time at clinicPesa LTD’s sole discretion;

=> “Transfer” is when a clinicPesa user sends his or her clinicPesa medical funds to another clinicPesa account number;


3.0 ACCEPTANCE OF THE TERMS AND CONDITIONS

3.1. Before applying to open the clinicPesa account via the MTN Uganda Mobile Money system or clinicPesa Web or mobile system, you should carefully read and understand these Terms and Conditions which will govern the use and operation of the clinicPesa account.

3.2. If you do not agree with these Terms and Conditions, please click “Decline” or decline on the MTN Uganda Mobile Money system or clinicPesa Web or mobile system.

3.3. You will be deemed to have read, understood and accepted these Terms and Conditions: -

3.3.1. upon clicking on the “Accept” option on the MTN Uganda Mobile Money system or clinicPesa Web or mobile system requesting you to confirm that you have read, understood and agreed to abide with these Terms and Conditions; and/or

3.3.2. By using or continuing to use and operating the clinicPesa account.

3.4. By applying to open the clinicPesa account with clinicPesa LTD, you agree to comply with and to be bound by these Terms and Conditions for the time being in force governing the operation of the clinicPesa account and you affirm that these Terms and Conditions are without prejudice to any right that clinicPesa LTD may have with respect to the clinicPesa account in law or otherwise.

3.5. These Terms and Conditions may be amended or varied by clinicPesa LTD from time to time and the continued use of your clinicPesa account constitutes your agreement to be bound by the terms of any such amendment or variation.

3.6. You acknowledge and accept that clinicPesa LTD offers the clinicPesa account only electronically and you agree to operate the clinicPesa account only by electronic means via the MTN Uganda Mobile Money system, clinicPesa Menu or clinicPesa Web or mobile system

3.7. Any query and complaint you may have relating to the services shall be addressed by both MTN Customer Care Centre and clinicPesa LTD Care Centre.


4.0 SUBSCRIPTION TO THE CLINICPESA PLATFORM

USSD, clinicPesa ANDROID APP and WEB PLATFORM

4.1. In order to open a clinicPesa account you must be at least 18 years old and a registered and active MTN Uganda Mobile Money subscriber. clinicPesa LTD reserves the right to verify with MTN Uganda the authenticity and status of your MTN Uganda Mobile Money account.

4.2. Your clinicPesa account is opened solely by way of an electronic application made by you using your device via the MTN Uganda Mobile Money System clinicPesa Menu or clinicPesa Web or Mobile system

4.3. You hereby agree and authorize clinicPesa LTD to request MTN Uganda for your personal information held by MTN Uganda pursuant to the agreement between you and MTN Uganda for the provision of MTN Uganda’s services and products and the MTN Uganda Mobile Money Service including your phone number, name, date of birth, ID or Passport Number and such other information that will enable clinicPesa LTD to identify you and comply with the regulatory “Know Your Customer” requirements (together the “Personal Information”).

4.4 You also hereby agree and authorize clinicPesa LTD to request MTN Uganda for information relating to your use of the MTN Uganda Mobile Money Service and MTN Uganda Mobile Money System as clinicPesa shall require for purposes of providing you the services (“MTN Uganda Mobile Money Information”). You hereby consent to the disclosure of the personal information and the MTN Uganda Mobile Money information by MTN Uganda to clinicPesa and to the aforesaid use of the personal information and the MTN Uganda Mobile Money information by clinicPesa LTD.

4.5. You hereby agree and authorize clinicPesa LTD to obtain and procure your personal information contained in the NSIS from the Government of Uganda; and you further agree and consent to the disclosure and provision of such personal information by the Government of Uganda to clinicPesa LTD.

4.6. You hereby further acknowledge and authorize clinicPesa LTD to verify your personal information received from MTN Uganda pursuant to Clause 4.3 against the information received from the Government of Uganda in your respect as contained in the NSIS.

4.7. clinicPesa LTD reserves the right to request for further information from you pertaining to your application for a clinicPesa account at any time. Failure to provide such information within the time required by clinicPesa LTD may result in clinicPesa LTD declining to accept your application for a clinicPesa account.

4.8. Acceptance by clinicPesa LTD of your application for a clinicPesa account shall be done via SMS sent to the MTN Uganda Mobile Phone number associated with your MTN Uganda Mobile Money account. You acknowledge and accept that the acceptance by clinicPesa LTD of your application for a clinicPesa account does not create any contractual relationship between you and MTN Uganda or clinicPesa LTD or beyond the terms and conditions that apply to your clinicPesa account and MTN Uganda Mobile Money account from time to time.

4.7. clinicPesa LTD reserves the right to decline your application for a clinicPesa account or to revoke the same at any stage at clinicPesa LTD’s sole discretion and without assigning any reason thereto.

4.8. clinicPesa mobile application software (“App”) is hosted on the Google Play Store (“App Site”), downloading or streaming a copy of the App onto your mobile telephone or handheld device (Device) means you agree to the terms and conditions.

4.9 clinicPesa Web application software (“WEB”) is hosted on the domain name https://web.clinicpesa.com, accessing from your mobile phone or handheld device (Device) or computer or any electronic tool means you agree to the Terms and Conditions.


5.0. YOUR ACCOUNT

5.1. Savings Account

5.1.1. As a holder of the clinicPesa account, you may make deposits into or make payments, transfer medical funds within or withdrawals from your clinicPesa savings account using the MTN Uganda Mobile Money System clinicPesa Menu or clinicPesa Web or Mobile system on your device. The transaction fees payable to clinicPesa for transactions effected in respect of your clinicPesa account from time to time will apply to any transactions effected in respect of your clinicPesa account using the MTN Uganda Mobile Money System.

5.1.2. As a holder of the clinicPesa Account, you may make deposits into your clinicPesa savings account using the Auto Savings functionality available on your MTN Uganda Mobile Money System, clinicPesa Menu or clinicPesa Web or Mobile system. We solely rely on the information you provide to effect the transfers using the amounts, dates and frequencies stated and neither clinicPesa LTD nor MTN Uganda nor EQUITY are liable for the information provided.

5.1.3. Transaction fees payable to MTN Uganda for transactions effected in respect of your clinicPesa account from time to time will apply to any transactions effected in respect of your clinicPesa account using the MTN Uganda Mobile Money System.

5.1.4. Interest may be paid on the clinicPesa Deposit Account at periodic intervals as determined by clinicPesa LTD and/or upon respective maturity dates of such deposits at such rates as may be determined by clinicPesa LTD.

5.2. Medical Loan Account

5.2.1. As a holder of the clinicPesa account, you may, subject to these Terms and Conditions, apply for a loan from clinicPesa LTD using the clinicPesa Menu on your Device.

5.2.2. Where you apply for a loan from clinicPesa, your application shall be appraised according to the applicable loan appraisal processes of clinicPesa LTD. clinicPesa LTD reserves the right at its sole discretion and without assigning any reason to approve or decline your application for a loan.

5.2.3. Subject to approval of your application for a loan, clinicPesa LTD shall disburse to you a loan of an amount to be determined by clinicPesa LTD in its sole discretion subject to a minimum amount of Uganda Shillings Three Thousand (UGX 3,000/= and a maximum amount of Uganda Shillings Five Hundred Thousand (UGX 500,000) or such other minimum or maximum amount as clinicPesa LTD may from time to time in its sole discretion determine.

5.2.4. The proceeds of the loan shall be credited to your MTN Uganda Mobile Money account subject to any deductions on account of applicable Transaction Fees.

5.2.5. You shall repay the loan within thirty (30) calendar days of the date of disbursement of the loan.

5.2.6. In consideration of clinicPesa LTD granting you the loan, you shall pay clinicPesa LTD a facility fee being 9% of the loan amount (the “Facility Fee”). The Facility Fee shall be paid by you in arrears in addition to the loan.

5.2.7. You shall make all payments due from you to clinicPesa LTD in respect of the loan and Transaction Fees using the MTN Uganda Mobile Money Service and the System only, unless otherwise agreed by clinicPesa in its discretion.

5.2.8. In the event that you do not repay the loan in full within thirty (30) calendar days of the date of disbursement of the loan, clinicPesa LTD will automatically roll over any outstanding amount in respect of the loan including the Facility Fee for a further period of thirty (30) calendar days.

5.2.9. In consideration of clinicPesa LTD forbearing to demand the immediate payment of the outstanding amount due in respect of your loan and rolling over the same pursuant to Clause 5.2.8, you shall, in addition to paying the outstanding amount in respect of the loan and outstanding Facility Fee, pay to clinicPesa LTD a roll-over fee being 9% of the outstanding amount in respect of the loan (the “Roll-Over Fee”).

5.2.10. clinicPesa LTD shall be entitled to terminate this agreement and close your clinicPesa account in accordance with the provisions of Clause 13 without prejudice to any of its rights accruing hereunder if you fail to repay the loan and/or the Transaction Fees due thereon within sixty (60) calendar days of the disbursement of the loan.

5.2.11. clinicPesa LTD shall hold your funds in your clinicPesa Deposit Account as collateral and security for any amounts outstanding and due from you to clinicPesa LTD in respect of your clinicPesa loan account. You hereby agree and confirm that clinicPesa LTD is entitled in its discretion to prevent or restrict you from withdrawing in whole or in part the funds in your clinicPesa Deposit Account as long as and to the extent of the amount outstanding in respect of your clinicPesa loan account without clinicPesa LTD giving any notice to you and/or without incurring any liability to you whatsoever in that connection.

5.2.12. clinicPesa LTD reserves the right to vary the terms of the loan including the fees payable thereon from time to time having regard to the prevailing rules and regulations of Bank of Uganda and the policies of clinicPesa LTD.

5.2.13. clinicPesa LTD shall have a right of lien and set off over funds held by you in your clinicPesa Deposit Account, any other clinicPesa account held by you and/or any other account held by you in clinicPesa LTD.

5.2.14. clinicPesa LTD, in partnership with MTN shall have a right of lien and set off over funds held by you in your MTN Mobile Money account.

5.2.15. You hereby expressly consent and authorize clinicPesa LTD to disclose, respond, advise exchange and communicate the details or information pertaining to your clinicPesa account to Credit Reference Bureaus as required under the Financial Institutions Act, 2004.


6.0 FEES

6.1. You hereby agree to pay all Transaction Fees payable in connection with your use of the services.

6.2. You shall pay to clinicPesa LTD and clinicPesa LTD is entitled deduct from your clinicPesa Account (without reference to you): -

a) any Transaction Fees payable in respect of the Services;

b) any legal charges including advocate and client costs incurred by clinicPesa LTD in obtaining legal advice in connection with your clinicPesa account and your dealings with clinicPesa LTD or incurred by clinicPesa LTD in any legal, arbitration or other proceedings arising out of any dealings in respect with your clinicPesa account; and all other fees, expenses and taxes, duties, impositions and expenses incurred in complying with your requests.

6.3. You hereby agree to pay costs charges and expenses incurred by clinicPesa LTD in obtaining or attempting to obtain payment of any loan owed under your clinicPesa loan account.


7.0. ACCESS TO HEALTHCARE

7.1. Funds in your clinicPesa account can only be spent to pay for healthcare services and medicines. Members shall be liable to pay any excess amount incurred outside their total savings and such excesses shall be paid by the member to the service providers.

7.2. clinicPesa accounts are dedicated to healthcare services only.

7.3. Information on the healthcare providers on clinicPesa will be accessed through the clinicPesa agents in the community, through the clinicPesa customer support center and through the clinicPesa website: https://clinicpesa.com. New healthcare providers will continue to be added.

7.4. To access healthcare services at the contracted healthcare providers, you will get the services and after you are presented with your bill, all you have to do is enter the facility till code and pay your bill.

7.5. It is possible for you to also pay the medical bills for your dependants or loved ones using the clinicPesa platform.


8.0. MINI STATEMENTS

8.1. You may request for a statement or activity report in respect of your clinicPesa account from clinicPesa LTD using your Device (“clinicPesa Mini Statement”).

8.2. A clinicPesa Mini Statement shall provide details of the last 5 (five) transactions (or such other number of transactions as determined by clinicPesa LTD) in your clinicPesa account initiated from your Device.

8.3. A clinicPesa Mini Statement shall not be sent to you in printed form but shall be delivered to you either by SMS to the MTN Uganda Mobile Phone Number associated with your MTN Uganda Mobile Money Account or such other electronic means as clinicPesa LTD may in its discretion determine. You shall be responsible for the payment of any charges levied by MTN Uganda in delivering the clinicPesa Mini Statement to you.

8.4. You may obtain printed clinicPesa Mini Statements or a printed bank statement pertaining to your clinicPesa account from the MTN Uganda Customer Care Centre. You shall be responsible for the payment of any charges levied by the Customer Care Centre for such printed statements.

8.5. Save for a manifest error, a clinicPesa Mini Statement or bank statement issued to you in respect of your clinicPesa account shall be conclusive evidence of the transactions carried out on your clinicPesa account for the period covered in the clinicPesa Mini Statement and/or bank statement.


9.0. IRREVOCABLE AUTHORITY OF clinicPesa LTD

9.1. You hereby irrevocably authorize clinicPesa LTD to act on all requests received by clinicPesa LTD from you (or purportedly from you) through the System and to hold you liable in respect thereof, notwithstanding that any such requests are not authorized by you or are not in accordance with any existing mandates given by you.

9.2. If you request clinicPesa LTD to cancel any transaction or instruction after a request has been received by clinicPesa LTD from you, clinicPesa LTD may at its absolute discretion cancel such transaction or instruction but shall have no obligation to do so.

9.3. clinicPesa shall be entitled to accept and to act upon any request, even if that request is otherwise for any reason incomplete or ambiguous if, in its absolute discretion, clinicPesa LTD believes that it can correct the incomplete or ambiguous information in the request without any reference to you being necessary.

9.4. clinicPesa LTD is authorized to effect such orders in respect of your clinicPesa account as may be required by any court order or competent authority or agency under the applicable laws.

9.5. In the event of any conflict between any terms of any request received by clinicPesa LTD from you and these Terms and Conditions, these Terms and Conditions shall prevail.


10.0. CUSTOMER’S OBLIGATIONS AND RESPONSIBILITIES

10.1. You shall at your own expense provide and maintain in safe and efficient operating order your Device necessary for the purpose of accessing the System and the Services.

10.2. You shall be responsible for ensuring the proper performance of your Device. clinicPesa LTD shall neither be responsible for any errors or failures caused by any malfunction of your Device, nor shall clinicPesa LTD be responsible for any computer virus or related problems that may be associated with the use of the System, the Services and the Device. You shall be responsible for charges due to any service provider providing you with connection to the Network and clinicPesa LTD shall not be responsible for losses or delays caused by any such service provider.

10.3. You shall follow all instructions, procedures and terms contained in these Terms and Conditions and any document provided by clinicPesa LTD concerning the use of the System and Services.

10.4. You agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Device and for keeping your MTN Uganda Mobile Money PIN secret and secure. You shall ensure that your MTN Uganda Mobile Money PIN does not become known or come into possession of any unauthorized person. clinicPesa LTD shall not be liable for any disclosure of your MTN Uganda Mobile Money PIN to any third party and you hereby agree to indemnify and hold clinicPesa LTD harmless from any losses resulting from any MTN Uganda Mobile Money PIN disclosure.

10.5. You shall take all reasonable precautions to detect any unauthorized use of the System and the Services. To that end, you shall ensure that all communications from clinicPesa LTD are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorized use of and access to the System will be detected.

10.6. You shall immediately inform clinicPesa LTD through the Customer Care Centre in the event that:

a) You have reason to believe that your MTN Uganda Mobile Money PIN is or may be known to any person not authorized to know the same and/or has been compromised; and/or

b) You have reason to believe that unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.

10.7. You shall at all times follow the security procedures notified to you by clinicPesa LTD from time to time or such other procedures as may be applicable to the Services from time to time. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of your clinicPesa account’s confidentiality. In particular, you shall ensure that the services are not used or requests are not issued or the relevant functions are not performed by anyone other than a person authorized to do so.

10.8. You shall not at any time operate or use the services in any manner that may be prejudicial to clinicPesa LTD


11. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the intellectual property rights in the System (and any amendments, upgrades or enhancements thereto from time to time) and all associated documentation that clinicPesa LTD provides to you through the System or otherwise are vested either in clinicPesa LTD or in other persons from whom clinicPesa LTD has a right to use and to sub-license the System and/or the said documentation.

You shall not infringe any such intellectual property rights. You shall not duplicate, reproduce or in any way tamper with the system and associated documentation without the prior written consent of clinicPesa LTD.



12.0. LIMITATION AND EXCLUSION OF LIABILITY

12.1. Although MTN Uganda, and clinicPesa LTD will have taken all reasonable precautions to ensure that the information provided to you on clinicPesa is accurate and that you suffer no loss or damage as a result of the use of the Service, by using the service you agree that your use is entirely at your own risk and you assume full responsibility for any risk of loss or damage arising from the use of the service with the exclusion of any willful and gross negligence by or its officers, employees, subcontractors or agents. You are responsible for the correctness of the data in your clinicPesa account.

12.2. By using the service, you hereby acknowledge that you have registered for the clinicPesa service voluntarily and without any coercion and have no legal rights against clinicPesa, for the use of the service.

12.3. You agree that clinicPesa and their officers, employees, agents and partners will not be liable for any loss or damage including, without limitation, any direct, indirect, special, incidental, consequential or punitive damages, whether arising out of contract, statute, tort or otherwise arising from: -

a) Any force majeure events or other circumstances outside the control or knowledge of clinicPesa or including industrial disputes, terrorist or enemy action, or

b) any damage to or loss of information on your mobile phone in the event that unwanted programs or material, malwares, trojans, worms or viruses are transmitted to your mobile phone by the use of the service. It is expected that by using the service you will take all reasonable precautions while sending and receiving data via clinicPesa,

c) any losses incurred due to any inaccurate content, loss or unavailability of data or lack of access to the service that is beyond the control of clinicPesa, and

d) any content on a third-party or online partner site or service.

12.4. MTN can make no representations whatsoever concerning any products or services NOT directly provided by MTN in direct relation to clinicPesa. This includes products and services provided by clinicPesa, clinicPesa LTD and the contracted healthcare providers.

12.5. clinicPesa LTD can make no representations whatsoever concerning any products or services NOT directly provided by it, in direct relation to clinicPesa. This includes products and services provided by MTN Uganda, clinicPesa and the contracted healthcare providers. clinicPesa expressly disclaims any liability arising from any loss occurring as a result of reliance on these products or services.

12.7. clinicPesa disclaims liability from the fraudulent actions of any third parties including but not limited to any Mobile Money platform operators or related parties.

12.8. clinicPesa disclaims liability arising from any mistreatment, malpractices or wrongful actions of any of the contracted healthcare providers in the line of providing health services.



13.0. TERMINATION

13.1. clinicPesa LTD may at any time, upon notice to you, terminate or vary its business relationship with you and close your clinicPesa account and in particular but without prejudice to the generality of the foregoing clinicPesa LTD may cancel credits which it has granted and require the repayment of outstanding debts resulting therefrom within such time as clinicPesa LTD may determine.

13.2. Without prejudice to clinicPesa LTD rights under clause 13.1, clinicPesa LTD may at its sole discretion suspend or close your clinicPesa account:

a) if you use the clinicPesa account for unauthorized purposes or where clinicPesa LTD detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the services;

.b) if your MTN Uganda Mobile Money Account or agreement with MTN Uganda is terminated for whatever reason;

c) if clinicPesa LTD is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority;

d) if clinicPesa LTD reasonably suspects or believes that you are in breach of these Terms and Conditions (including non-payment of any Loan amount due from you where applicable);

e) where such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety;

f) to facilitate, update or upgrade the contents or functionality of the services from time to time;

g) where you remain inactive for any period of time determined by clinicPesa LTD in its reasonable discretion; or

h) If clinicPesa LTD decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion.

13.3. You may close your ClinicPesa account at any time at any MTN Uganda Customer Care Centre.

13.4. If your clinicPesa account has any credit balance at the time of its closure, we will return any such balance to you, less any applicable fees. If your clinicPesa loan account is in arrears at the time of closure of your clinicPesa account, you agree to pay to us immediately all amounts you owe us.

13.5. Termination shall however not affect any accrued rights and liabilities of either party.

13.6. If clinicPesa LTD receives notice of your demise, clinicPesa LTD will not be obliged to allow any operation or withdrawal from your clinicPesa account by any person except upon production of Grant of Letters of Administration or Probate by your legal representatives duly appointed by the court.


14.0. DISCLOSURE OF INFORMATION

14.1. You hereby expressly consent and authorize clinicPesa LTD to disclose, receive, record or utilize your personal information or information or data relating to your clinicPesa account and any details of your use of the services: -

a) to and from any local or international law enforcement or competent regulatory or governmental agencies so as to assist in the prevention, detection, investigation or prosecution of criminal activities or fraud;

b) to and from clinicPesa LTD’s service providers, dealers, agents or any other company that may be or become clinicPesa LTD’s subsidiary or holding company for reasonable commercial purposes relating to the services;

c) to a Credit Reference Bureau;

d) to clinicPesa LTD’s lawyers, auditors or other professional advisors or to any court or arbitration tribunal in connection with any legal or audit proceedings;

e) to MTN Uganda in connection with the MTN Uganda Mobile Money Service and the services;

f) for reasonable commercial purposes connected to your use of the Services, such as marketing and research related activities; and in business practices including but not limited to quality control, training and ensuring effective systems operation.


15.0 DISPUTE RESOLUTION AND JURISIDICTION

15.1. You may contact the clinicPesa customer support center on telephone number +256393225880 to report any dispute or claim relating to clinicPesa during the contract period.

15.2. All disputes arising from clinicPesa or these Terms & Conditions will be addressed by way of amicable discussions between the parties.

15.3. If an amicable resolution of the dispute or claim fails for a period longer than 14 days from the date the dispute or claim first arose, the dispute may be resolved by an arbitrator agreed appointed by both parties and in default of such agreement by an arbitrator appointed by the Chairman of the Center for Arbitration and Dispute Resolution on the application of either party. Such arbitration shall be conducted in Kampala in accordance with the Arbitration and Conciliation Act or any re-enactment thereof.

15.4. To the extent permissible by law the determination of the arbitrators shall be final, conclusive and binding upon the parties hereto.


16. GOVERNING LAW

These Terms & Conditions and the use of the service shall be governed by the Laws of Uganda.

17. NOTICES

17.1.1. clinicPesa may send information concerning the clinicPesa account via SMS to the MTN Uganda Mobile Phone number associated with your MTN Uganda Mobile Money Account.

17.1.2. You acknowledge that you have no claim against clinicPesa LTD for damages resulting from losses, delays, misunderstandings, mutilations, duplications or any other irregularities due to transmission of any communication pertaining to the clinicPesa account.


18.0. INDEMNITY

18.1. In consideration of clinicPesa LTD complying with your instructions or requests in relation the ClinicPesa account, you undertake to indemnify clinicPesa LTD and hold it harmless against any loss, charge, damage, expense, fee or claim which clinicPesa LTD suffers or incurs or sustains thereby and you absolve clinicPesa LTD from all liability for loss or damage which you may sustain from clinicPesa LTD acting on your instructions or requests or in accordance with these Terms and Conditions.

18.2. The indemnity in clause 12.1 shall also cover the following: -

a) All demands, claims, actions, losses and damages of whatever nature which may be brought against clinicPesa LTD or which it may suffer or incur arising from its acting or not acting on any request or arising from the malfunction or failure or unavailability of any hardware, software, or device, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond clinicPesa LTD’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any request received by clinicPesa LTD.

b) Any loss or damage that may arise from your use, misuse, abuse or possession of any third-party software, including without limitation to any operating system, browser software or any other software packages or programs.

c) Any unauthorized access to your ClinicPesa account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Device.

d) Any loss or damage occasioned by the failure by you to adhere to these Terms and Conditions and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction or any loss which may be incurred by clinicPesa LTD as a consequence of any breach by these Terms and Conditions.

e) Any damages and costs payable to clinicPesa LTD in respect of any claims against clinicPesa LTD for recompense for loss where the particular circumstance is within your control.


19.0 MISCELLANEOUS

19.1. These Terms and Conditions (as may be amended from time to time) form a legally binding agreement binding on you and your personal successors.

19.2. This agreement and any rights or liabilities accruing thereunder may not be assigned by you to any other person.

19.3. clinicPesa LTD may vary or amend at any time and without notice to you these Terms and Conditions and the Transaction Fees. Any such variations or amendments may be published in posters or pamphlets available at MTN Uganda’s agents outlets, in the daily newspapers, on clinicPesa LTD and/or MTN Uganda’s website and/or by any other means as determined by clinicPesa LTD and any such variations and amendments shall take effect immediately upon publication.

19.4. No failure or delay by either yourself or clinicPesa LTD in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

19.5. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

19.6. If any provision of these Terms and Conditions shall be found by any duly appointed arbitrator, court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions herein.

19.7. Any addition or alteration to these Terms and Conditions may be made from time to time by clinicPesa LTD and of which notice has been given to you by way of publication as provided in subparagraph 12.3 shall be binding upon you as fully as if the same were contained in these Terms and Conditions.