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TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern all access to and use of the Kirabo digital platform, including its websites, applications, systems, and related infrastructure (the “Platform”), which is owned and operated by Kirabo Tech Limited hereinafter referred to as “Kirabo”, “the Company”, “we”, “us”, or “our” whenever the context so permits. These Terms apply to all users of the Platform, whether acting in an individual, business, or organizational capacity.

By accessing, browsing, registering for, or otherwise using the Platform or Services, you (“User”, “Customer”, “you”, or “your”) irrevocably confirm that you have read, understood, and accepted these Terms in full and agree to be legally bound by them. If you do not agree to these Terms, you must immediately cease and refrain from any access to or use of the Platform. Kirabo does not permit conditional acceptance or partial compliance with these Terms.

Your use of the Platform is expressly subject to Kirabo’s Privacy Policy and any other policies or notices issued by Kirabo from time to time, all of which are incorporated into these Terms by reference and form an integral and binding part of this Agreement. These documents govern, among other matters, the collection, processing, storage, and protection of personal data in accordance with applicable laws and regulations.

These Terms shall take effect immediately upon your first access to or use of the Platform and shall remain in full force and effect until lawfully terminated in accordance with these Terms. Any prior agreements, representations, negotiations, or understandings—whether written or oral—relating to the Platform or Services are hereby fully superseded and extinguished.

Kirabo reserves the right, at its sole discretion, to amend, modify, or update these Terms at any time to reflect legal, regulatory, operational, or commercial changes. Where amendments are material, reasonable notice shall be provided through the Platform, the Company website, or electronic communication. Continued access to or use of the Platform following such notice shall constitute unconditional acceptance of the revised Terms. Failure to review updated Terms does not exempt you from compliance.

ABOUT KIRABO

Kirabo is a digital voucher and rewards facilitation platform operated by Kirabo Tech Limited a data controller under the Data Protection and privacy Act cap. 97 of the laws of Uganda. The Platform enables individuals, businesses, and organizations to purchase, issue, distribute, and manage electronic vouchers (“E-Vouchers”) through a network of approved third-party merchants.

Kirabo operates solely as a technology and facilitation intermediary. Kirabo does not own, produce, sell, or provide the goods or services offered by participating merchants and does not act as the issuer, guarantor, or provider of such goods or services. All voucher redemptions are governed exclusively by the applicable merchant’s terms, conditions, and availability.

Kirabo’s role is limited to providing the digital infrastructure required to enable voucher issuance, distribution, tracking, and redemption facilitation in a secure and efficient manner. Kirabo does not assume responsibility for merchant performance, product quality, pricing, or fulfillment.

Kirabo is committed to operating its Platform in accordance with applicable laws and regulations of the Republic of Uganda and adheres to principles of transparency, data protection, operational security, and regulatory compliance in the delivery of its Services.

DATA PROTECTION AND PRIVACY PRINCIPLES

Kirabo is committed to full compliance with the Data Protection and Privacy Act, Cap. 97 and The Data Protection and Privacy Regulations 2021. Personal data collected through the Platform shall be processed lawfully, transparently, and only for legitimate purposes directly related to the provision of the Services. Users explicitly consent to the collection, storage, and processing of their personal data as described in this Agreement and the Privacy Policy.

Data collected shall be limited strictly to what is necessary for the execution of Services, including account management, KYC verification, voucher issuance, distribution, reporting, and customer support. Kirabo shall implement state-of-the-art technical and organizational safeguards, including encryption, access controls, network monitoring, and secure storage, to prevent unauthorized access, disclosure, alteration, or destruction of personal data.

Users retain statutory rights over their personal data, including access, correction, objection, restriction of processing, and erasure, subject to applicable law. Requests to exercise these rights must be made in accordance with Kirabo’s formal procedures. Kirabo reserves the right to retain certain data where necessary to comply with legal, regulatory, tax, or contractual obligations, or for legitimate business purposes, including fraud prevention and dispute resolution.

Kirabo is fully accountable for all personal data processed under this Agreement. Users acknowledge that Kirabo may share personal data with regulated third-party service providers, merchants, financial institutions, and government authorities strictly on a need-to-know basis to facilitate Services and comply with regulatory obligations, including Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) laws.

INTERPRETATION AND DEFINITIONS

Unless the context otherwise requires:

  1. “Access Credentials” refers to usernames, passwords, PINs, OTPs, or other authentication methods provided or generated to permit access to the Platform.
  2. “Agreement” means these Terms and Conditions, including any amendments or supplementary agreements issued by Kirabo from time to time.
  3. “Business Day” means any day other than a Saturday, Sunday, or public holiday in Uganda.
  4. “E-Voucher” means any digital or electronic voucher issued via the Platform, redeemable with approved merchants under their specific terms.
  5. “Personal Data” has the meaning assigned under the Data Protection and Privacy Act, Cap. 97.
  6. “Platform” refers to all Kirabo digital properties, including websites, mobile applications, APIs, systems, portals, and supporting infrastructure.
  7. “Services” include issuance, distribution, redemption facilitation of E-Vouchers, merchant onboarding, reporting, and related services.
DESCRIPTION OF SERVICES

Kirabo operates strictly as a facilitator and intermediary for digital vouchers and related rewards. Kirabo’s Services include, but are not limited to:

  1. Issuance and purchase of E-Vouchers
  2. Secure distribution to end-users
  3. Redemption support with approved merchants
  4. Transaction and reporting records
  5. Merchant onboarding and management.

Kirabo does not manufacture, sell, or guarantee the availability of goods or services provided by merchants. Redemption of vouchers is entirely subject to the merchant’s terms, conditions, and availability. Users acknowledge that Kirabo’s role is limited to processing, tracking, and facilitating transactions in accordance with the Platform’s operational and legal framework.

Kirabo implements enterprise-grade controls to ensure accuracy, traceability, and integrity of transaction records. Users are responsible for ensuring that vouchers are redeemed according to merchant terms and must verify transactions through Platform records. Kirabo reserves the right to audit accounts and transactions to maintain compliance with AML, CTF, and other regulatory obligations.

All Services are provided under strict adherence to applicable laws, regulatory guidance, and internal compliance policies. Kirabo reserves the right to modify, suspend, or discontinue any Service, feature, or offering at any time without prior notice, provided such action is consistent with regulatory obligations and does not materially prejudice users.

ACCOUNT REGISTRATION AND MAINTENANCE

Certain Services require account registration. Users must provide complete, accurate, and up-to-date information. Failure to provide or maintain accurate information constitutes a material breach of these Terms.

Kirabo may require submission of Know-Your-Customer (KYC) and compliance documentation, including but not limited to:

  1. Certificate of incorporation
  2. Valid business/trading licenses
  3. Tax Identification Numbers (TIN)
  4. Identification of directors or authorized representatives
  5. Official contact details.

Kirabo may request additional documentation to comply with legal, regulatory, or internal requirements.

Accounts are subject to verification and approval at Kirabo’s sole discretion. Kirabo reserves the right to suspend, restrict, or terminate accounts that fail to meet compliance standards or pose legal, regulatory, or operational risks. Users shall not hold Kirabo liable for delays or refusals related to account approval.

By registering an account, users consent to the collection, processing, and retention of information in accordance with Kirabo’s data protection policies provided the user may withhold consent through the the opt-in and opt-out mechanism on the platform. Users under the age of 18must have parental or guardian consent to use the platform.

Users are responsible for ensuring that all communications, notifications, and Platform updates are received at the registered contact details.

ACCOUNT DEACTIVATION

Kirabo reserves the right to deactivate accounts that remain inactive for a continuous period of ninety (90) days. Prior notice shall be provided where reasonably practicable, but failure to provide notice shall not constitute a breach of these Terms.

Reactivation of deactivated accounts shall be subject to verification, compliance with all KYC and regulatory obligations, and any corrective measures deemed necessary by Kirabo. Users acknowledge that account inactivity may impact access to Services, transaction history, or loyalty programs.

Data retention and deletion shall strictly follow Kirabo’s internal retention policy, which is designed to comply with the Data Protection and Privacy Act, 2019, and other applicable legal obligations. Kirabo shall not be liable for any loss of access, data, or benefits resulting from account deactivation.

Users are responsible for maintaining their own records of transactions, vouchers, and reports. Kirabo’s responsibility for archived data shall be limited to what is necessary to meet legal or regulatory requirements.

TERMINATION

Either party may terminate this Agreement by providing thirty (30) days’ written notice. Kirabo reserves the right to terminate accounts or Services immediately in the event of material breach, fraudulent activity, illegal use, regulatory non-compliance, or any conduct that poses operational, financial, or reputational risk.

Termination shall not affect any accrued rights, obligations, or liabilities that arose prior to the effective date. Users remain liable for all obligations incurred before termination, including payments, indemnities, and compliance obligations.

Upon termination, users must cease all use of the Platform and Services and return or destroy any proprietary information or materials provided by Kirabo, if applicable. Kirabo may, at its sole discretion, retain account information and transaction records for regulatory, legal, or compliance purposes.

Kirabo shall have no obligation to provide refunds or compensation except as expressly required by law or Kirabo’s published refund policy. Users acknowledge that termination may affect the ability to redeem unutilized E-Vouchers and that redemption is always subject to merchant terms.

KIRABO’S RESPONSIBILITIES

Kirabo shall:

  1. Operate all Services in compliance with applicable consumer protection, payment, AML, CTF, and data protection laws.
  2. Exercise reasonable care, diligence, and professional standards in delivering Services.
  3. Implement appropriate technical, organizational, and procedural safeguards to protect Users and data.
  4. Maintain operational and security controls consistent with industry standards for enterprise and financial service platforms.

Kirabo does not warrant uninterrupted or error-free operation. Performance may be affected by force majeure events, third-party system failures, scheduled maintenance, or network and telecommunications outages. Users acknowledge that Kirabo shall not be liable for disruptions outside its reasonable control.

USER RESPONSIBILITIES

Users agree to:

  1. Use the Platform strictly in accordance with these Terms and applicable laws.
  2. Maintain the confidentiality of all Access Credentials and promptly report any suspected unauthorized access.
  3. Refrain from misuse, unauthorized reproduction, resale, reverse engineering, or interference with the Platform or Services.
  4. Immediately notify Kirabo of any breach, suspicious transaction, or non-compliance with applicable laws.

Users bear full responsibility for all activity conducted through their accounts and shall ensure that their organization or affiliates comply with these Terms. Any failure to comply may result in suspension, termination, or legal action.

PRICING AND PAYMENTS

All prices, fees, and charges for Services shall be disclosed prior to transaction confirmation. Payments must be made through approved and secure channels, and all applicable taxes shall be borne by the User unless expressly included.

Issued E-Vouchers are generally non-refundable except where required by law or expressly stated in Kirabo’s refund policy. Users acknowledge that redemption is subject to merchant-specific terms and that Kirabo is not liable for merchant refusal or partial fulfillment.

Kirabo reserves the right to adjust pricing, introduce new fees, or amend billing terms at any time. Users will be notified of such changes through the Platform or registered contact channels, and continued use constitutes acceptance.

Payments are final, and disputes must be raised in writing within thirty (30) days of transaction completion. Kirabo reserves the right to suspend Services pending resolution of any disputed transactions.

INTELLECTUAL PROPERTY

All intellectual property, including trademarks, copyrights, patents, trade secrets, designs, content, software, and proprietary technology on the Platform, is owned or licensed by Kirabo. Users are granted no rights except as expressly provided in these Terms.

Unauthorized use, reproduction, modification, reverse engineering, or redistribution of Kirabo intellectual property is strictly prohibited and may result in civil and criminal liability. Users may not claim any ownership or license over Platform IP or derivative works.

Third-party materials incorporated into the Platform remain the property of their respective owners. Users are responsible for complying with any separate terms imposed by such third parties.

AML AND CTF COMPLIANCE

Users shall not use Kirabo Services for any illegal or prohibited activities, including but not limited to money laundering, terrorist financing, fraud, or other unlawful transactions. Kirabo reserves the right to monitor transactions, report suspicious activity to authorities, and cooperate fully with law enforcement or regulatory bodies.

Kirabo may suspend, block, or terminate accounts suspected of non-compliance with AML/CTF obligations. Users acknowledge that compliance with these laws is a material condition of accessing and using the Services.

Kirabo may require additional information or documentation to verify user identity, source of funds, or transaction legitimacy. Failure to comply with AML/CTF requests may result in account suspension, termination, or reporting to authorities.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, Kirabo shall not be liable for indirect, incidental, consequential, punitive, or special damages, including loss of profits, goodwill, data, or business opportunities.

Kirabo’s total aggregate liability under or relating to these Terms shall not exceed the total amount paid by the User for the relevant Service in the twelve (12) months preceding the claim.

Users acknowledge that use of the Platform is at their own risk, and they are solely responsible for verifying transactions, managing accounts, and securing their Access Credentials.

Kirabo shall not be liable for merchant performance,product quality or fitness for purpose.

Nothing in this clause shall exclude liability that cannot be lawfully limited under Ugandan law, including mandatory consumer protection obligations or data protection rights.

INDEMNITY

Users agree to indemnify, defend, and hold harmless Kirabo, its affiliates, directors, officers, employees, and agents from any claims, liabilities, losses, damages, costs, or expenses arising from:

  1. Violation of these Terms or applicable laws.
  2. Unauthorized use of the Platform.
  3. Misrepresentation, fraud, or misconduct in connection with Services.
  4. Failure to comply with regulatory, tax, or KYC/AML obligations.

This indemnity obligation survives termination or expiration of the Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by and construed in accordance with the laws of the Republic of Uganda. Users submit to the exclusive jurisdiction of Ugandan courts for matters that cannot be resolved through alternative dispute resolution.

All disputes shall first be addressed through good faith negotiation and mediation. If unresolved, disputes shall be submitted to arbitration in Kampala, Uganda, in accordance with the Arbitration and Conciliation Act, Cap. 5, or any successor legislation.

Users acknowledge that arbitration decisions are final and binding, and enforcement of awards shall be in accordance with Ugandan law.

FORCE MAJEURE

Kirabo shall not be liable for, nor be deemed to be in breach of these Terms, for any failure, delay, suspension, interruption, or inability to perform any obligation where such failure or delay arises, directly or indirectly, from events beyond its reasonable control (“Force Majeure Event”).

Force Majeure Events include, without limitation: acts of God; natural disasters; fire; flood; drought; earthquakes; pandemics, epidemics, or public health emergencies; war; terrorism; civil unrest; riots; strikes, lockouts, or labor disputes; governmental, regulatory, or supervisory actions; changes in laws, regulations, directives, or prudential requirements; court orders; failures or delays of utilities; power outages; internet, network, or system failures; cyber incidents; failures or delays of payment, settlement, or clearing systems; or acts, omissions, insolvency, or failures of third-party service providers, merchants, financial institutions, telecommunications providers, infrastructure partners, or regulatory bodies.

During the continuance of a Force Majeure Event, Kirabo’s affected obligations shall be suspended without liability for the duration of such event. Kirabo shall not be required to provide substitute services, refunds, credits, or compensation. Performance shall resume only when Kirabo determines, acting reasonably, that normal operations can be restored.

SEVERABILITY

If any provision of these Terms is determined by a court or competent authority to be unlawful, invalid, void, or unenforceable, whether in whole or in part, such provision shall be severed or limited strictly to the extent necessary to render it enforceable.

The remaining provisions shall continue in full force and effect and shall be construed to give effect to the original commercial and regulatory intent of these Terms to the maximum extent permitted under the laws of the Republic of Uganda.

ASSIGNMENT

You shall not assign, transfer, novate, sublicense, or otherwise dispose of any rights or obligations under these Terms, whether by operation of law, change of control, or otherwise, without the prior written consent of Kirabo, which may be withheld in Kirabo’s absolute discretion. Any unauthorized assignment shall be null and void.

Kirabo may, at any time and without restriction or prior notice, assign, transfer, novate, or delegate its rights and obligations under these Terms, in whole or in part, to any affiliate, successor entity, licensed partner, or third party, including in connection with a merger, acquisition, restructuring, regulatory reorganization, asset transfer, or change of control. Such assignment shall be binding upon you and shall not give rise to any right of termination, objection, or claim.

NOTICES

All notices, communications, demands, approvals, or disclosures under these Terms shall be made electronically and shall be deemed valid, effective, and legally binding if delivered through the Platform, transmitted to the email address registered on your account, or published on Kirabo’s official website or designated communication channels.

You expressly consent to electronic communications and acknowledge that such communications satisfy any legal requirement for written notice. You are solely responsible for maintaining accurate and up-to-date contact details and for monitoring Platform notices and communications.

Notices shall be deemed received and effective immediately upon transmission or publication, whether you receive, access, or read such notice, except where mandatory provisions of applicable law expressly provide otherwise

ENTIRE AGREEMENT

These Terms and Conditions, together with the Privacy Policy and any policies, guidelines, or notices expressly incorporated by reference, constitute the entire and exclusive agreement between you and Kirabo Tech Limited regarding access to and use of the Platform and Services.

These Terms supersede and replace all prior or contemporaneous agreements, understandings, representations, warranties, or communications, whether written or oral, relating to the subject matter herein.

You acknowledge that you have not relied on any statement, representation, or promise not expressly set out in these Terms when agreeing to use the Services.

No amendment, waiver, or modification of these Terms shall be valid unless made in writing and formally issued or approved by Kirabo in accordance with applicable law.

DISCLAIMER

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AS REQUIRED BY APPLICABLE LAW, KIRABO TECH LIMITED (“KIRABO”) ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, FAILURE OF TRANSMISSION, OR FAILURE TO STORE ANY USER COMMUNICATIONS, TRANSACTION RECORDS, VOUCHER DATA, OR PERSONALIZED SETTINGS.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL, DATA, OR INFORMATION ACCESSED, TRANSMITTED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS, DEVICES, NETWORKS, OR LOSS OF DATA RESULTING THEREFROM.

KIRABO MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM OR SERVICES.

WITHOUT LIMITING THE FOREGOING, KIRABO DOES NOT WARRANT OR GUARANTEE:

  1. THE PERFORMANCE, AVAILABILITY, OR CONTINUITY OF THE PLATFORM.
  2. THE ACCURACY OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE PLATFORM.
  3. THE QUALITY, SAFETY, LEGALITY, OR AVAILABILITY OF GOODS OR SERVICES OFFERED BY PARTICIPATING MERCHANTS.
  4. THE SUCCESSFUL REDEMPTION OF E-VOUCHERS, WHICH REMAINS SUBJECT TO MERCHANT TERMS, CONDITIONS, AND AVAILABILITY.

KIRABO DOES NOT GUARANTEE THE SECURITY OF INFORMATION TRANSMITTED TO OR FROM THE USER OVER THE INTERNET OR THROUGH THIRD-PARTY NETWORKS, AND SHALL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS, DATA BREACHES, OR CYBER INCIDENTS EXCEPT WHERE LIABILITY CANNOT BE LAWFULLY EXCLUDED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KIRABO OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.

NOTHING IN THIS DISCLAIMER SHALL EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAWS OF THE REPUBLIC OF UGANDA, INCLUDING MANDATORY CONSUMER PROTECTION AND DATA PROTECTION OBLIGATIONS.