PesaMind Terms and Conditions of Service

1. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires:

• (a) "App" means the PesaMind mobile application, including all features, content, updates, APIs, backend services, algorithms, machine learning models, and derivative works, operated by dLabs Uganda Limited.
• (b) "Company," "we," "us," or "our" means dLabs Uganda Limited, a company incorporated under the laws of Uganda (Registration No. [INSERT]), its affiliates, subsidiaries, directors, officers, employees, agents, licensors, and successors in title.
• (c) "Content" means all text, data, financial records, budget configurations, transaction notes, feedback, ratings, and any other material that you submit to, upload to, or create through the App.
• (d) "Financial Insights" means any analytical output, recommendation, alert, score, trend, forecast, or derived intelligence generated by the App based on your Financial Data, whether generated by rule-based logic or machine learning models.
• (e) "Intellectual Property Rights" means all patents, trade marks, service marks, trade names, copyrights, database rights, design rights, trade secrets, know-how, algorithms, machine learning model weights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• (f) "Services" means all features and functionality provided through the App, including budget management, transaction recording, financial analytics, spending velocity analysis, anomaly detection, AI-generated recommendations, and mobile money SMS parsing.
• (g) "Subscription" means any paid plan offering premium features of the App.
• (h) "User," "you," or "your" means any natural or legal person who downloads, installs, accesses, or uses the App in any manner.

2. ACCEPTANCE OF TERMS

2.1 By downloading, installing, registering for, or using the App in any manner, you irrevocably agree to be bound by these Terms and Conditions, our Privacy Policy (incorporated herein by reference), and any additional guidelines or policies published by the Company from time to time.

2.2 If you do not agree to these Terms and Conditions in their entirety, you must immediately cease using the App, delete all copies from your devices, and close your account.

2.3 These Terms and Conditions constitute a legally binding agreement between you and the Company under the Electronic Transactions Act 2011 (Cap. 93) of Uganda. Your act of clicking "Accept," "Sign Up," "Get Started," or any equivalent action, or your continued use of the App, constitutes a valid electronic signature and acceptance of these Terms.

2.4 If you are accepting on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation, and all references to "you" shall include that organisation.

2.5 You must be at least 18 years of age to use the App. By accepting these Terms, you represent that you are at least 18 years old.

3. DESCRIPTION OF SERVICES

3.1 PesaMind is a personal finance management tool designed for users in Uganda. The Services include:

• (a) Monthly and yearly budget creation and tracking;
• (b) Manual transaction entry and categorisation;
• (c) Automatic SMS parsing of MTN and Airtel mobile money notifications (Android, with consent);
• (d) Financial analytics including spending velocity, budget utilisation, cash flow waterfalls, and expense forecasting;
• (e) AI-generated financial health scores and personalised recommendations;
• (f) Financial channel management (mobile money, bank accounts, cash).

3.2 Not Financial Advice. The Financial Insights generated by the App are provided for informational and educational purposes only. They do not constitute financial advice, investment advice, tax advice, legal advice, or any other form of professional advice. You should consult a licensed financial advisor, accountant, or other qualified professional before making any financial decision. The Company expressly disclaims any liability for financial decisions made in reliance on Financial Insights generated by the App.

3.3 The Company reserves the absolute right to modify, suspend, withdraw, or discontinue any feature or the entire App at any time, with or without notice, and without liability to you.

4. USER ACCOUNT

4.1 You must register an account to access the Services. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate.

4.2 You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You shall notify the Company immediately at support@dlabs.cc if you suspect unauthorised access to your account.

4.3 The Company shall not be liable for any loss or damage arising from your failure to protect your account credentials.

4.4 You may not create more than one account per person. The Company reserves the right to suspend or terminate duplicate accounts.

5. USER OBLIGATIONS AND PROHIBITED CONDUCT

5.1 You agree to use the App solely for lawful purposes and in accordance with these Terms.

5.2 You shall not:

• (a) use the App to record, process, or conceal the proceeds of crime, money laundering, or any activity prohibited under the Anti-Money Laundering Act 2013, the Proceeds of Crime Act 2009, or any other applicable law;
• (b) attempt to gain unauthorised access to any part of the App, its servers, or databases;
• (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or machine learning model weights of the App;
• (d) scrape, harvest, or extract data from the App using automated means;
• (e) introduce malware, viruses, or any malicious code into the App;
• (f) impersonate any person or entity or misrepresent your affiliation with any person or entity;
• (g) use the App in any manner that violates the Computer Misuse Act 2011 (Cap. 92);
• (h) circumvent, disable, or interfere with any security feature of the App;
• (i) use the App to facilitate tax evasion or any activity prohibited by the Uganda Revenue Authority.

5.3 The Company reserves the right to investigate any suspected breach of this clause and to take such action as it deems appropriate, including immediate account suspension, termination, and referral to the relevant authorities.

6. INTELLECTUAL PROPERTY

6.1 Company IP. The App and all its components - including but not limited to the source code, object code, user interface designs, graphics, logos, machine learning model architectures, model weights, training methodologies, Financial Insight algorithms, database schemas, and all documentation - are the exclusive property of the Company and are protected by copyright, trade mark, and other Intellectual Property Rights under Ugandan and international law.

6.2 Licence to Use. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the App on devices you own or control, solely for your personal, non-commercial financial management purposes.

6.3 Restrictions.You shall not copy, reproduce, distribute, publish, modify, adapt, translate, create derivative works from, sublicense, sell, transfer, or exploit any part of the App or its Intellectual Property Rights without the Company's prior written consent.

6.4 Assignment of Derived Insights. You acknowledge and agree that any anonymised aggregate patterns, statistical insights, or machine learning signals derived from your usage of the App (as described in Section 6 of the Privacy Policy) are the exclusive property of the Company. To the extent any such derived insights could be construed as your property under Ugandan law, you hereby irrevocably assign all Intellectual Property Rights in such derived insights to the Company for the consideration of your continued access to the App.

6.5 Feedback. If you provide any feedback, suggestions, or ideas about the App, you hereby grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and exploit such feedback in any manner without restriction or compensation to you.

7. DATA RIGHTS AND AI TRAINING

7.1 You grant the Company a worldwide, royalty-free, perpetual, irrevocable licence to:

• (a) process, store, and use your Content to provide the Services;
• (b) create Anonymised Data (as defined in the Privacy Policy) from your Content and usage patterns;
• (c) use Anonymised Data as Training Data to develop, train, validate, fine-tune, and improve machine learning models and AI systems, whether for use within the App or otherwise in the Company's business.

7.2 The licence in clause 7.1 survives termination of your account to the extent that Anonymised Data has already been incorporated into model training processes, as such incorporation is irreversible.

7.3 You may opt out of the Anonymised Data pipeline as described in Section 6.4 of the Privacy Policy. Opting out prospectively shall not affect Training Data already generated from your prior usage.

7.4 You represent and warrant that all Content you submit is accurate, lawfully obtained, and does not infringe the rights of any third party, and you shall indemnify the Company against all claims arising from any breach of this representation.

8. DISCLAIMER OF WARRANTIES

8.1 THE APP AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

8.2 TO THE FULLEST EXTENT PERMITTED BY UGANDAN LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• (a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• (b) WARRANTIES THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES;
• (c) WARRANTIES AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY FINANCIAL INSIGHTS, ANALYTICS, OR AI-GENERATED RECOMMENDATIONS;
• (d) WARRANTIES THAT THE APP WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

8.3 You acknowledge that mobile money data depends on SMS delivery by MTN Uganda and Airtel Uganda, over which the Company has no control, and the Company makes no warranty regarding the completeness or accuracy of automatically parsed transaction data.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY UGANDAN LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY:

• (a) indirect, incidental, special, exemplary, punitive, or consequential loss or damage;
• (b) loss of profits, revenue, data, business, goodwill, or anticipated savings;
• (c) financial loss resulting from reliance on Financial Insights or AI-generated recommendations;
• (d) loss or corruption of data;
• (e) any damage arising from unauthorised access to your account resulting from your failure to protect your credentials.

9.2 Cap on Liability.The Company's total aggregate liability to you under or in connection with these Terms - whether in contract, tort (including negligence), breach of statutory duty, or otherwise - shall not exceed the greater of:

• (a) UGX 50,000 (fifty thousand Uganda Shillings); or
• (b) the total amount of Subscription fees paid by you to the Company in the 30-day period immediately preceding the event giving rise to the claim,

whichever is lower.

9.3 You acknowledge that the liability cap in clause 9.2 reflects a fair and reasonable allocation of risk between you and the Company, having regard to the free or low-cost nature of the Services, and that the Company would not provide the Services on these terms in the absence of such limitation.

9.4Nothing in these Terms shall limit the Company's liability for death or personal injury caused by the Company's gross negligence, or for any liability that cannot be excluded under mandatory Ugandan law.

10. INDEMNIFICATION

10.1 You shall defend, indemnify, and hold harmless the Company, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on an advocate-client basis) arising out of or relating to:

• (a) your use of the App in violation of these Terms;
• (b) your Content, including any claim that your Content infringes a third party's intellectual property or other rights;
• (c) your breach of any representation, warranty, or obligation under these Terms;
• (d) your violation of any applicable law, including the Computer Misuse Act 2011, Anti-Money Laundering Act 2013, or the Data Protection and Privacy Act 2019;
• (e) any unauthorised access to or use of your account;
• (f) any financial decision made in reliance on Financial Insights generated by the App.

10.2 The Company reserves the right to assume exclusive control of the defence of any matter subject to indemnification under this clause, at your expense. You shall cooperate fully with the Company in such defence.

11. MODIFICATIONS TO TERMS

11.1 The Company reserves the right to modify these Terms at any time at its sole discretion.

11.2 Where changes are material, the Company shall provide at least 14 days' notice via in-app notification and/or email before the changes take effect.

11.3 Your continued use of the App after the effective date of any modification constitutes your irrevocable acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use and close your account.

11.4 The Company may make non-material changes (including corrections of typographical errors, clarifications, and updates to contact details) without prior notice.

12. TERM AND TERMINATION

12.1 These Terms are effective from the date you first use the App and continue until terminated.

12.2 Termination by You. You may close your account at any time by navigating to Settings -> Account -> Delete Account in the App. Closure of your account shall terminate your licence to use the App but shall not affect any rights or obligations that arose prior to termination.

12.3 Termination by the Company. The Company may suspend or terminate your account and your access to the Services at any time, with or without cause, with or without notice, and without liability to you. Grounds for termination include but are not limited to:

• (a) breach of these Terms;
• (b) fraudulent, abusive, or illegal activity;
• (c) non-payment of applicable Subscription fees;
• (d) a regulatory requirement or court order.

12.4 Effect of Termination. Upon termination:

• (a) your licence to use the App shall immediately cease;
• (b) you shall delete all copies of the App from your devices;
• (c) the Company shall retain your data in accordance with the retention periods specified in the Privacy Policy;
• (d) clauses 6, 7, 8, 9, 10, 13, and 14 shall survive termination.

13. DISPUTE RESOLUTION

13.1 Negotiation. The parties shall first attempt to resolve any dispute arising under or in connection with these Terms through good-faith negotiation. You shall contact the Company at legal@dlabs.cc and allow 30 days for resolution before commencing any formal proceedings.

13.2 Arbitration. If a dispute cannot be resolved through negotiation within 30 days, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act Cap. 4 of Uganda. The arbitration shall be:

• (a) conducted by a sole arbitrator appointed by mutual agreement, or failing agreement, appointed by the Centre for Arbitration and Dispute Resolution (CADER);
• (b) held in Kampala, Uganda;
• (c) conducted in the English language;
• (d) subject to Ugandan law.

The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

13.3 Class Action Waiver. To the fullest extent permitted by law, you waive any right to bring or participate in any class action, class arbitration, collective action, or any consolidated or representative proceeding against the Company. All disputes shall be resolved on an individual basis only.

13.4 Injunctive Relief. Notwithstanding clause 13.2, the Company shall be entitled to seek injunctive or other equitable relief from the High Court of Uganda to prevent or restrain any breach or threatened breach of clauses 5 or 6 of these Terms, without the necessity of proving actual damage or posting any bond.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms and any dispute, controversy, or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Republic of Uganda.

14.2 Subject to clause 13.2, the parties irrevocably submit to the exclusive jurisdiction of the High Court of Uganda at Kampala for any matter not referred to arbitration.

14.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms, together with the Privacy Policy and any Subscription agreement, constitute the entire agreement between you and the Company with respect to the App and supersede all prior agreements, representations, and understandings.

15.2 Severability. If any provision of these Terms is found by a court or arbitrator to be invalid, unlawful, or unenforceable, that provision shall be severed without affecting the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

15.3 Waiver.The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment.The Company may assign these Terms or any rights hereunder to any affiliate or successor without your consent. You may not assign these Terms or any of your rights or obligations hereunder without the Company's prior written consent.

15.5 Force Majeure. The Company shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, mobile network outages, telecommunications failures, power failures, changes in Bank of Uganda regulations, government actions, civil unrest, pandemics, or cyberattacks. The Company shall notify you of such circumstances as soon as reasonably practicable and shall resume performance when the circumstances permit.

15.6 Notices. All legal notices to the Company under these Terms shall be sent by email to legal@dlabs.cc and shall be deemed received on the next business day. The Company may send notices to you at the email address registered on your account.

15.7 Language. These Terms are drafted in English. In the event of any conflict between an English version and any translation, the English version shall prevail.

15.8 No Partnership. Nothing in these Terms shall create or imply any partnership, joint venture, agency, franchise, or employment relationship between you and the Company.

16. CONTACT

For questions about these Terms, please contact:

dLabs Uganda Limited
Email: legal@dlabs.cc
Support: support@dlabs.cc
Website: https://dlabs.cc

ACCEPTANCE

By tapping "Create Account", "Sign In", "Get Started", or by continuing to use the App, you confirm that you have read, understood, and agree to be legally bound by these Terms and Conditions and the Privacy Policy, effective as of the date of your first use.