Terms of use for dfcu Katale

1. GENERAL

1.1 By using or accessing https://mastercardfarmernetwork.com/#/auth/login (the “Platform”) or any of the services that may be provided from time to time as part of the Platform (“Services”), you acknowledge and agree to be bound by these Terms of Use, including the rules or policies governing the use of the Platform, as provided, or updated from time to time. These Terms of Use shall be effective immediately upon a User (defined below) accessing or using the Platform and the Services in any manner.

1.2 dfcu Bank reserves the absolute right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use (including, the rules or policies governing the use of the Platform) at any time and without any prior written notice to the User. It is each User’s responsibility to review the Terms of Use (including, the rules or policies governing the use of the Platform) periodically for any updates/changes. A User’s continued use of the Platform following any changes shall be deemed to mean that such User accepts and agrees to such revisions.

1.3 The Platform is intended to be a digital marketplace to enable farmer producer organisations, farmer producer companies and other analogous farmer producer collectives (collectively, “FPOs”) to sell produce, such as Coffee, Oilseeds, Cereals, Dairy, fruits, and vegetables, etc.…(“Produce”), to institutional buyers (each, a “Buyer”), in each case, as permitted by the applicable State legal requirements. The Platform may also enable third party service providers, including payment gateway providers, banking and financial service providers, warehouse service providers and insurers (collectively, “Service Providers”) to provide Services to FPOs and Buyers using the Platform. FPOs, Buyers, Service Providers and any other permitted visitors to the Platform are each referred to herein as a “User”, and collectively, the “Users”).

1.4 You may choose to avail the Services provided on the Platform at your own discretion and at your sole risk.

Mastercard Technology Private Limited (“Mastercard”) is the licensor of the Platform. Mastercard and/or its affiliates may use or disclose personal data provided by the Users for the purposes specified and, in the manner, provided in the Privacy Notice. Mastercard and/or its affiliates and/or its licensors owns all rights, title and interest in and to the Platform and all intellectual property rights therein in any part of the world, whether registered or unregistered, and all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) works of authorship, designs, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection therein and thereto (collectively, “intellectual property rights”). No rights are granted to any User in the Platform or in any intellectual property rights therein and thereto other than that explicitly mentioned herein. Mastercard shall have no responsibility or any liability to any User.
1.5 If a User submits any material on or for the Platform, such User is deemed to have granted dfcu Bank a non-exclusive, royalty-free, irrevocable, perpetual and fully sub-licensable, assignable and transferrable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content (including the name that such Users submit in connection therewith) throughout the world in any media.

1.6 Users agree that any content they post may be used by dfcu Bank, consistent with dfcu Bank’s privacy policy (available here https://www.dfcugroup.com/privacy/#:)

1.7 Definitions:

a) “affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

b) “You” or “you” means any individual accepting these Terms of Use on his or her own behalf; provided that, where an individual accepts these Terms of Use on behalf of a body corporate, association, partnership, or any other entity, then “You” shall refer to such body corporate, association, partnership, or other entity.

2. ACCESS TO PLATFORM

2.1 Access to and use of the Platform and the Services is restricted to only those persons competent to contract as per the Ugandan Contracts Act 2010 or any other applicable law. Minors, undischarged insolvents, persons subjected to or undergoing any resolution or liquidation proceedings or persons of unsound mind are not eligible to use/access the Platform or the Services.

2.2 The Platform and the Services are intended to be accessible to and used only by Users for the purposes of facilitating interactions between (a) Buyers and FPOs in respect of the Produce; and (b) Service Providers and other Users for provision of certain ancillary value-added services.

2.3 Only FPOs that are duly constituted and licensed by the relevant Government departments, to act as FPOs are eligible to apply for and create their accounts as FPOs on the Platform.

2.4 Only Buyers who intend to acquire the Produce from the FPOs on a business – to – business basis, are eligible to apply for and be registered as Buyers on the Platform.

2.5 Only those Service Providers who have executed the appropriate service agreement with dfcu Bank are eligible to apply for and be registered as Service Providers on the Platform.

2.6 By virtue of submitting a request on the Platform for creation of an account, each User agrees that it satisfies the eligibility criteria set out in the Terms of Use.

3. LICENCE AND LIMITATIONS FOR USE OF PLATFORM

3.1 As long as a User complies with the Terms of Use, dfcu Bank grants such User a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Platform. This limited privilege does not include, nor does it permit you: (i) to resell or otherwise commercialize the use of the Platform or its contents (including, the associated intellectual property rights); (ii) to collect or use any product listings, descriptions, or prices; or (iii) any derivative use of the Platform or its contents.

3.2 dfcu Bank will make reasonable efforts to deal with any technical issues affecting the Platform. dfcu Bank does not promise that Users will be able to always access and use the Platform or locations, or that the Platform or the Services provided through the Platform will be always uninterrupted or error-free, or that any defects will be immediately corrected by dfcu Bank.
3.3 Each User agrees that it will not, and will not permit or authorize any third party to:

• Attempt to gain unauthorized access to any portion or feature of the Platform, or any systems/networks connected to the Platform.
• Use all or any part of the Platform to support any illegal activity.
• Use any device, program, algorithm, methodology or similar process to access, acquire, copy, or monitor any portion of the Platform or content; or in any way reproduce, modify, translate, enhance, disassemble, reverse engineer or create derivative works of, or use the Platform to develop any software or materials based upon any portion of the same; disable any technological features or measures on the Platform, including security features; or circumvent the navigational structure, presentation of the Platform, or obtain or attempt to obtain any material, documents, or information through any means not purposely made available through the Platform;
• Frame or utilize framing techniques or meta tags or any other “hidden text” to enclose any trademark, logo or other proprietary information of the Platform or dfcu Bank.
• Reverse look-up, trace or seek to trace information on any other User (including any account on the Platform that is not owned by such User) or exploit the Platform, any Service or information made available by or through the Platform in any way where the purpose is to reveal any information (including but not limited to personal identification or information other than such User’s own information) provided by the Platform.
• Probe, scan or test the vulnerability of the Platform or any network connected to the Platform or otherwise breach the security and authentication measures on the Platform, or any network connected to the Platform.
• Introduce viruses, trojans, worms or other material likely to cause harm to the Platform.
• Use any device, software, or routine to damage, interfere or attempt to interfere with the proper working of the Platform, any transaction being facilitated on the Platform or any other person’s use of the Platform, or surreptitiously intercept, or expropriate any system, data, or communication.
• Forge headers, impersonate any other individual or entity, or otherwise manipulate identifiers to disguise the origin of any message, transmittal sent to [Customer] or any other User on or through the Platform, or any Service offered on or through the Platform; or
• Download or copy information, including for the benefit of another User; or use of data mining, robots, or similar data gathering and extraction tools.

3.4 Each User agrees to indemnify, hold harmless and keep dfcu Bank and its affiliates indemnified in case any action is initiated against the Platform, dfcu Bank due to any loss, injury, expenses, or liability caused to any other User of the Platform or any third party.

4. REPRESENTATIONS, WARRANTIES, COVENANTS AND RESPONSIBILITIES OF USERS

4.1 General:

4.1.1 In addition to representations and warranties otherwise covered under these Terms, each User that is a body corporate or is acting for or on behalf of a body corporate hereby represents and warrants as follows:

(i) it is a body corporate duly organized, validly existing, and in good standing under the laws of its incorporation.

(ii) acceptance and performance of these Terms by such User and the consummation of the transactions contemplated hereby does not and will not contravene the certificate of incorporation or by-laws or any other similar document of such User and does not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such User is a party that would materially adversely affect such User’s ability to perform its obligations under these Terms, or (b) a breach of any applicable law; and

(iii) it shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under these Terms.

4.1.2 Natural persons acting for or on behalf of bodies corporate represent and warrant that they are duly authorized by such bodies corporate to accept these Terms and have the authority to bind that body corporate to these Terms.

4.1.3 Each User shall, always, ensure full compliance with all applicable domestic and international laws, rules and regulations while using and transacting on the Platform, including but not limited to applicable provisions of the Ugandan Computer Misuse Act 2022, and Uganda Communications Act 2013 the rules thereunder as applicable and amended from time to time and the relevant agricultural produce market committee laws (including, any subordinate legislation framed thereunder), to the extent applicable. Each User shall obtain the necessary licences, concessions, grants, registrations, authorisations and permits regarding their use of the Platform, Services and/or tools ancillary thereto, and for their listing, purchase, sale, solicitation of offers to purchase or sell any Produce or Services. Mastercard and dfcu Bank shall not be responsible or liable in any manner whatsoever for ensuring or conducting any due diligence to ensure that Users have obtained the required licenses, concessions, grants, registrations, authorisations, and permits.

4.1.4 Each User agrees to indemnify and hold harmless dfcu Bank and its affiliates against any losses, claims, liabilities, and expenses that may be incurred by dfcu Bank or its affiliates in connection with any usage or access of the Platform and Services by Users who have failed to obtain the necessary permits and licenses necessary to use or access the Platform or Services.

4.1.5 Each User shall be responsible for all activities that are undertaken and/or occur with the use of its account.

4.1.6 Each User shall always provide, promptly update, and maintain information in respect of its account and its activities, such that the same are true, accurate, current and complete at all times.

4.1.7 Each User shall be responsible for maintaining the confidentiality of all information in respect of its account and shall be fully responsible for all activities that occur under or through its account. A User shall neither disclose nor part with their account credentials to anyone, including any third-party aggregators for the purpose of managing their inventory and/or orders.
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4.1.8 Each User agrees to: (a) notify dfcu Bank of any unauthorized use of its account information or any other breach of security immediately upon becoming aware of the same; and (b) log out from its account at the end of each session.

4.1.9 Each User understands that the Platform or dfcu Bank, or an authorised third party acting on dfcu Bank’s behalf, is entitled to use such User’s contact details for communications regarding the Platform and Services from time to time, and each User expressly accepts receipt of any such communication (whether by way of SMS or calls or otherwise).

4.1.10 A User shall not host, display, upload, modify, publish, transmit, update or share any information that: (i) belongs to another person and to which they do not have any right; (ii) is grossly harmful, harassing, libellous, misleading or known to be false, invasive of another’s privacy, hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or is otherwise unlawful in any manner whatsoever; (iii) harms minors in any way; (iv) infringes any patent trademark, copyright or other proprietary rights; (v) violates any law for the time being in force; (vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (vii) impersonates another person; (viii) threatens the unity, integrity, defence, security or sovereignty of Uganda, friendly relations with other nations, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to any other nation; (ix) involves the transmission of ‘junk mail’, ‘chain letters’, unsolicited mass mailing, or ‘spamming’; (x) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users on the Platform; (xi) engages in or relates to commercial activities and/or sales such as contests, sweepstakes, barter, advertising, pyramid schemes, or the buying or selling of ‘virtual’ items related to the Platform; (xii) interferes with another’s use and enjoyment of the Platform; (xiii) creates any liability for dfcu Bank or the Platform, or causes it to lose (in whole or part) the services of dfcu Bank’s Internet Service Providers (“ISPs”) or other affiliates or third parties; (xiv) refers to any website/URL/app which, in dfcu Bank’s sole discretion, contains any material that is inappropriate for the Platform or any other website and content that is prohibited or otherwise violates the letter and spirit of these Terms; /or (xv) directly or indirectly, offers or attempts to offer trade in any item which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

4.1.11 Each User agrees that it shall be solely responsible for payment of any applicable governmental or statutory duties or taxes in relation to the marketing and sale of the Produce or any other transactions undertaken pursuant to their interactions on the Platform.

4.2 FPOs:

4.2.1 FPOs shall not use the Platform for any purpose other than the sale and purchase of the Produce and to avail itself of any Services made available by the Platform.

4.2.2 Each FPO shall be responsible for providing such information relating to the Produce proposed to be sold by them as may be required by the Platform or dfcu Bank at any time.

4.2.3 FPOs must be legally competent to sell the Produce they list for sale on the Platform and must possess all the necessary licences, registrations, concessions, authorisations, registrations, and permits (including, any required under the relevant agricultural produce market committee laws and any subordinate legislation framed thereunder), in addition to the legal title/authority to sell the Products required for such sale. All Produce must be listed in the appropriate categories on the Platform and must describe the actual condition of the Produce in reasonable detail. The FPOs must have sourced the Produce from the farmers in accordance with applicable laws.

4.2.4 Each FPO acknowledges that dfcu Bank reserves the discretionary right to delete any listings of any Produce listed on the Platform in the event it is of the opinion that such listing does not meet with the criteria set out in these Terms.

4.2.5 Each FPO agrees that all Produce it lists on the Platform shall meet all quality and such other parameters as may be specified by the relevant governmental authorities from time to time.

4.2.6 An FPO shall be the single point of contact between dfcu Bank and their respective farmers.

4.2.7 Each FPO represents and warrants to dfcu Bank that it is duly and validly authorized to act as an FPO.

4.2.8 Each FPO acknowledges that it shall be its sole responsibility to provide all such assistance as may be necessary for the on – boarding (and confirmation of the same) of each of the member farmers. Each FPO shall provide such personal information of the member farmers, as may be required in connection with the sale of the Produce.

4.2.9 Any payments received by an FPO from a Buyer in respect of the sale of Produce shall be appropriately apportioned and disbursed in accordance with the terms and conditions agreed to between the FPO and the member farmers. For the avoidance of doubt, Mastercard and dfcu Bank shall not be held responsible for the collection of any amounts from an FPO or disbursement of any amounts to the member farmers.

4.2.10 Promptly upon the consummation of a sale transaction in respect of any particular Produce, the relevant FPO shall be responsible to immediately update such details in respect of the consummated sale, as are required to be updated on the Platform, and shall also clearly provide the details of each relevant farmer and the Produce sold by that farmer (through the FPO) in any particular transaction.

4.3 Buyers:

4.3.1 A Buyer shall not use the Platform for any purpose other than for the purchase of the Produce and to avail itself of any other Services made available by the Platform.

4.3.2 Each Buyer shall be responsible for providing such information in respect of its account as may be required by the Platform or dfcu Bank from time to time.

4.3.3 A Buyer must be legally competent to purchase Produce on the Platform and must possess all the necessary licences, concessions, grants, registrations, authorisations, and permits required for such purchase (including, any required under the relevant agricultural produce market committee laws and any subordinate legislation framed thereunder). A Buyer must ensure that the information provided by them on the Platform does not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties.

4.3.4 Promptly upon the completion of a sale in respect of any Produce, the Buyer shall immediately update such details in respect of such sale on the Platform.

4.3.5 Each Buyer agrees that it shall be solely responsible for assessing the quality and quantity of the Produce they purchase, and they may in their sole discretion accept or reject the Produce. Once the Buyer has accepted the Produce, they shall be responsible for making payment of the agreed purchase price to the FPO.

4.4 Service Providers:

4.4.1 Each Service Provider understands and agrees that to access the Platform or offer Services through the Platform, they will need to first execute an appropriate service agreement with dfcu Bank containing the terms and conditions for the provision of their Services through the Platform (“Service Agreement”).

4.4.2 A Service Provider shall not use the Platform for any purpose other than for its provision of the Services under the Service Agreement.

4.4.3 Each Service Provider shall be responsible for providing such information relating to its Services as may be required by the Platform or dfcu Bank at any time.

4.4.4 Each Service Provider must be legally competent to provide its Services and must possess all the necessary licences, concessions, grants, authorisations, registrations, and permits required for the same. All Services must be listed in the appropriate categories on the Platform. The listing description of the Services, including scope of the Services, pricing and other terms and conditions of the Services, must not be misleading and must describe the actual Services in reasonable detail.

4.4.5 The Service Providers acknowledge that dfcu Bank reserves the discretionary right to delete any listings of any Services from the Platform in the event it is of the opinion that such listing does not meet with the criteria set out in these Terms.

5. PAYMENTS AND CHARGES

5.1 The details of the fees, charges, or commissions payable for the use of the Platform and the Services shall be provided by dfcu Bank to the Users.

5.2 Each User agrees and acknowledges that dfcu Bank reserves the right to introduce or change any fees, charges or commissions for the use of the Platform or the Services, in any manner it deems appropriate, and in the event a User uses or continues to use the Platform or the Services on or after the date such fees, charges or commission are introduced, such User shall be deemed to have agreed to accept the imposition of such fees, charges or commission, and shall be responsible to pay to dfcu Bank such amounts for the use of the Platform or Services.

5.3 dfcu Bank may, at its sole discretion, introduce new Service Providers or modify any or all the existing Services offered on the Platform at any time and without any prior notice. In such an event, dfcu Bank reserves the right to introduce fees for the new Service Providers or amend/introduce fees for existing Service Providers.

5.4 Changes to any fees, charges or commissions shall be posted on the Platform and such changes shall become effective immediately after they are posted on the Platform or from such other date as may be specified in the notification of such change.

5.5 Unless otherwise stated, all fees for use of the Platform shall be quoted in Ugandan Shillings (UGX) and be payable to dfcu Bank.

5.6 Users shall be solely responsible for compliance with all applicable laws of Uganda relating to the payments to dfcu Bank.

5.7 Users agree that dfcu Bank shall, always, have the right to deduct or adjust any payments due to, or from, any User in one transaction, against any payments due to, or from, the User in other or previous transactions. Further, dfcu Bank shall have the right to hold or direct any Service Provider to hold a Buyer’s payment or an FPO’s pay out for any suspicious sale/transactions done by such Buyer or FPO.

6. NO PURCHASE/SALE CONTRACT WITH DFCU BANK

Each User understands and agrees that any and all contracts of sale and/or purchase of the Produce or Services (including title, pricing, payment methods, terms and warranties) that are availed through the Platform are solely between the respective contracting parties. Mastercard or dfcu Bank shall not, and shall not be deemed to be, a party to, or responsible for, any such contracts. Mastercard or dfcu Bank does not determine, advise, have any control over, or in any way involve itself (other than by maintaining a record of successful transactions as submitted to the Platform by the respective Users) in the offering or acceptance of any commercial or other contractual terms between the Users in respect of the Produce. Mastercard or dfcu Bank does not monitor the listings, support, or endorse the sale or purchase of any specific Produce or Services on the Platform and accepts no liability for any errors or omissions.

6.1 Mastercard or dfcu Bank shall not and is not required to mediate or resolve any disputes or disagreements between or among the Users. Users understand and agree they shall be solely responsible for the resolution of any disputes arising among them with respect to the sale or purchase of Produce or Services and Mastercard or dfcu Bank shall not be involved in the dispute resolution process in any manner whatsoever.

6.2 Mastercard or dfcu Bank does not make any representations or warranties regarding the credentials (such as legal title, creditworthiness, identity, etc.) of any of its Users or guarantee that such User will complete a transaction. Users are advised to independently verify the credentials of any User they choose to deal or otherwise interact with, on or through or facilitated by the Platform and use their best judgment in that regard.

6.3 It is expressly clarified that the Platform is only a platform that can be utilized by the Users to reach a larger supplier/customer base to elicit interest from possible counterparties in respect of the Produce and/or the Services. Specifically, the Platform is not intended for fulfilment of transactions in respect of the Produce or the Services.

6.4 The payment gateway facility provided on the Platform is being provided by a third-party Service Provider and may be used by Users to facilitate the completion of transactions, whereby the Platform merely communicates the status of the payment to the Users. Use of the payment facility shall not render Mastercard or dfcu Bank liable or responsible in any way for any transaction, including non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the Produce or Services listed on the Platform.

6.5 Each User understands and agrees that they have and shall have no recourse to Mastercard or dfcu Bank or the Platform in case they have any grievances in respect of any Services, and Mastercard and dfcu Bank and their respective affiliates disclaim any liability or responsibility for any Services offered. Each User understands and agrees that when it uses any Service provided by a Service Provider on the Platform, it will access a third-party site, and the accuracy or completeness of the information, materials, services, or the reliability of any service, or other information displayed or distributed through such third-party site is not warranted by Mastercard or dfcu Bank in any manner. Users may access the Service Provider site solely at their discretion and at their own risk.
7. KEY TERMS AND CONDITIONS OF SALE OF PRODUCE AND SERVICES AMONGST USERS

7.1 Notwithstanding anything to the contrary contained in these Terms of Use, the Users agree and acknowledge that the contract/agreement for the purchase and sale of Produce or availing any Services shall in the least:

(a) provide for a delivery of the Produce and the payment of the price either immediately or within a maximum of 11 (eleven) days from the date of the contract/agreement, with such period not being capable of being extended in any manner; and

(b) provide for the actual delivery of specific qualities or types of Produce during a specified future period at a price fixed thereby or to be fixed in the manner thereby agreed and shall mention the names of both the Buyer and FPO; or

(c) provide a clear and accurate description of the Services, the fees being charged in respect of the Services and the terms and conditions governing the provision of the Services.

7.2 The rights and liabilities under the contract for the purchase/sale of Produce or under any delivery order, railway receipt, bill of lading, warehouse receipt or any other documents of title relating to the same shall not be transferable Delivery of Produce shall be accepted only by the Buyer, or any authorized person acting on such Buyer’s behalf.

7.3 While Users are free to negotiate and agree to such terms and conditions as they may deem appropriate, they shall not derogate from or contradict these Terms in any manner.

7.4 Each User irrevocably and unconditionally agrees that any contract entered into between Users, through or facilitated by the Platform, in violation of the Terms of Use, including this Clause 7, shall be void and any delivery or payment made in furtherance thereto shall be deemed to be invalid.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 Mastercard or dfcu Bank does not warrant that the description of the Produce and/or Services or other content available on the Platform is accurate, complete, reliable, current, useful, or error-free, and it assumes no liability or responsibility in this regard.

8.2 Mastercard or dfcu Bank has no control over and does not guarantee the existence, quality, safety, or legality of items advertised; the truth or accuracy of Users' content or listings; or the ability of Users to perform their obligations. Each User agrees that its use of the Platform and the Services is at their own risk.

8.3 Mastercard and dfcu Bank provide the Platform on an "as is where is" basis, and specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

8.4 Users agree and understand that dfcu Bank or Mastercard shall not be liable for any claim based on any termination and/or suspension of information related to any Produce or Services on the Platform.

8.5 Notwithstanding anything to the contrary contained in these Terms, and to the fullest extent allowed by applicable law, Mastercard and dfcu Bank and their respective affiliates shall not be liable (whether in contract, warranty, tort (including, but not limited to, negligence), product liability or other theory), to any User or any other person or entity for cost of cover or for any indirect, incidental, special, consequential, punitive or exemplary damages (including damages for loss of revenues, loss profit or anticipated profits, loss of goodwill, loss of business or data) arising out of or in relation to or in connection with the terms or any User’s use of the Platform or the Services, even if dfcu Bank has been informed in advance of the possibility of such damages.

8.6 dfcu Bank’s entire liability towards any User under these Terms or under any applicable law or equity shall, unless already excluded under these Terms of Use, be limited solely to actual and proven direct damages sustained by the User as a result of the gross negligence or wilful misconduct of the dfcu Bank and its affiliates in the performance of their respective services and other obligations under these Terms of Use. In no event shall dfcu Bank be liable, and regardless of the form of action, to the Users or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the amounts paid by such User to dfcu Bank in the immediately preceding 6 (six) month period under these Terms of Use.

8.7 By using the Platform, the Users agree that dfcu Bank shall have no liability for disclosure of their information due to any errors in transmission and/or any unauthorized acts of third parties.

8.8 While dfcu Bank will endeavour to give prior notice, access to the Platform may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or at any time without prior notice, for which dfcu Bank and its affiliates shall not be liable to any person in any event.

8.9 The Platform may provide links to other sites over which the Platform or dfcu Bank have no control. dfcu Bank is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other material on or available from such sites or resources.

9. INDEMNITY

9.1 Each User agrees to severally indemnify, defend and hold harmless dfcu Bank and its affiliates and their respective officers, directors, managers, members, trustees, shareholders, employees and agents and any of their successors, assigns or representatives (“Indemnified Persons”) from and against any losses, damages, awards, settlements, liability, claims, costs, demand, penalty, expenses, suits or actions, including reasonable attorneys' fees, made or imposed by any User, a third party or any other person due to or arising out of:

9.1.1 breach or alleged breach of the Terms of Use and any other policies.

9.1.2 violation of any applicable laws, rules, regulations, directions, circulars, notifications etc. (including any laws governing information technology, money laundering, data protection and consumer protection).

9.1.3 violation of the rights (including infringement of intellectual property rights) of a third party.

9.1.4 negligence, fraud, misrepresentation, wilful default or wilful misconduct.

9.1.5 unauthorized use of such User’s account as a result of such User’s failure in keeping the account information secure, absolute, correct and confidential; and

9.1.6 Service deficiency, inaccurate Produce availability or requirement details that are displayed on the Platform due to any negligence or default on the part of a User.

9.2 Each User agrees to indemnify and unconditionally and irrevocably release the Indemnified Persons from any claims, costs, demands, damage, liability or other consequence of every kind and nature, known or unknown, relating to, arising out of or in connection with any of the actions of the Users on the Platform, and specifically waives any claims that such User may have in this regard under any applicable law.

9.3 Notwithstanding its reasonable efforts dfcu Bank cannot control the information provided by other Users which is made available on the Platform. Users may find other Users' information to be offensive, harmful, inaccurate, or deceptive. Users understand that there may be risks in dealing with underage persons or people acting under false pretence on the Platform. In entering into this release, the Users expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release in any manner.

9.4 dfcu Bank shall have all the rights to take necessary action and claim damages that may occur due to a User’s involvement in any way on their own or through group(s) of people, intentionally or unintentionally, in DoS (denial of service) or DDoS (Distributed Denial of Services).

9.5 For the avoidance of doubt, it is clarified that the right to indemnification in connection with any of the aforesaid causes of action is independent and in addition to other rights and remedies of the Indemnified Persons that may be available at law or in equity.

9.6 It is further clarified that the rights and obligations under this clause shall survive a User’s cessation of the use of the Platform or the Services.

10. SUCCESSORS

10.1 These Terms shall apply to and bind any successors of a User.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 These Terms shall be governed by and construed in accordance with the laws of Uganda.

11.2 The Courts at Uganda shall have exclusive jurisdiction over any proceedings arising in respect of these Terms.

12. TERMINATION OF SERVICES/ACCESS

12.1 dfcu Bank may cease to offer, operate, or provide access to the Platform or the Services at any time, in its sole discretion, without any liability and without any notice.

12.2 dfcu Bank may, in its sole discretion, refuse, restrict or revoke access to the Platform or the Services of any person, terminate accounts or remove or edit their content if (i) it is discovered or brought to dfcu Bank’s notice or dfcu Bank has reason to believe that a person (i) does not conform or is likely to not conform to the eligibility criteria for access to the Platform or the Services, as determined by dfcu Bank in its sole discretion (ii) has breached or is likely to breach the Terms, or (iii) for any other reason that dfcu Bank, in its sole discretion, deems fit.

13. MISCELLANEOUS

13.1 The invalidity or unenforceability of any provision herein shall not affect any other part of these Terms of Use.

13.2 No failure or delay by dfcu Bank in exercising any right, power or remedy under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power, or remedy. Without limiting the foregoing, no waiver by dfcu Bank of any breach by any User of any provision of these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.

13.3 Each of the rights of dfcu Bank under these Terms of Use are independent, cumulative and without prejudice to all other rights available to it.

13.4 The relationship between dfcu Bank and each User is on a principal-to-principal basis. Nothing in these Terms shall be deemed to constitute any person a partner, joint venture agent or legal representative of any other, or to create any fiduciary, employer-employee relationship between any such persons.

13.5 dfcu Bank shall have the right to inspect and audit any Service Provider’s, FPO’s or Buyer’s records and place of business through itself or through its approved third-party testing agencies. Cost of such audit shall solely be borne by dfcu Bank unless such audit reflects a discrepancy in accounts or non-compliance with these Terms of Use, in which case the cost of such audit shall be borne by the respective User.

13.6 In accordance with the Bank of Uganda Financial Consumer Protection Guidelines, 2011, and the rules issued thereunder, for any support, you can reach dfcu Bank through any of the following channels.

a. Agribusiness Development Centre (ADC) Tel: +256 (0) 757 714768
b. Agribusiness Development Centre (ADC) Email: info@adc.ug
c. Visit our offices at Agribusiness Development Centre: Plot 1 Mackinnon Road, Nakasero, Kampala City Uganda (East Africa).
d. Twitter: https://twitter.com/dfcugroup
e. WhatsApp: +256 (0) 776 760760
f. Toll Free Help Line: Call us on 0800 222000 / 0800 203206.
g. SMS: Send an SMS to 8889
h. Email: customercare@dfcugroup.com
i. Visit any dfcu Bank branch in person or call 0200 504200.