Terms and Privacy Policies

Terms and Privacy Policies

PATASENTE PLATFORM AND SUBSIDIARY PLATORMS TERMS OF USE AGREEMENT

BY USING OR ACCESSING THIS SITE AND OR SYSTEM, YOU ACKNOWLEDGE THAT YOU HAVE APPOINTED PATASENTE LIMITED AS YOUR COMMERCIAL AGENT, THAT YOU HAVE READ THESE TERMS OF USE (“AGREEMENT SCHEDULE”) AND AND THAT YOU ACCEPT AND WILL BE BOUND BY THIS AGREEMENT.

In this schedule unless the context dictates otherwise, these words will take on the following meanings:

1.0 Definitions

1.1.  Company means an individual or a business entity, a limited liability company, a partnership, or sole trader or sole proprietorship legally registered, licensed and recognized by local authorities with jurisdiction (asthe case may be for individuals) who opens a business account on the Patasente platform for the context of this schedule can legally perform any of functions and transactions on the Platform. 

1.2.  Affiliate means any company that is from time to time a holding company, subsidiary or a subsidiary of a holding company of the Platform Provider. For this purpose, ‘holding company’ and ‘subsidiary’ shall have the meanings given to them in the Companies Act.  

1.3.  Platform means the Patasente online and mobile system provided by the Platform Provider to facilitate and enable users on the Patasente platform perform the functions and transactions offered on the Platform via the internet site located at such web address, or mobile application or USSD application or desktop application/software or any other as the Platform Provider may notify the company from time to time.

1.4.  The Platform Provider means Patasente Limited, a factoring company, a mercantile agent that purchases or sells goods and services on behalf of others, herein referred to as the “Factor”,  located on Plot 203, Bukoto Kisasi Road, Kampala Uganda providing electronic platform(s)-“the Platform(s)” for “trade/commercial transactions interactions” between The Factor, Supplier and the Buyer which includes but not limited to electronic procurement- issuing and approving purchase orders, invoices, pro-formas, invoices, etc electronic payments- settling payments for invoices or otherwise and electronic financing- providing financing against purchase orders or invoices and or facilitating discounting of invoices or sale and purchase of accounts receivables and any others as may be included in the Platform(s) provided to the company for which it has a Business Account.

1.5.  Factor means Patasente Limited or it’s subsidiaries.

1.6.  Buyer means a company who is customer of the Factor or the Seller or Supplier to whom it supplies goods and/or services and who is activated on the System with a Business Account and with whom the Seller or Factor enters into Transactions and is Party to this agreement.

1.7.  Seller means a company who is a Supplier of the Buyer through the Factor  who supplies goods and/or services and who is activated on the System with a Business Account and with whom the Buyer enters into Transactions and is Party on to this agreement.

1.8.  Business Account means the account that the company opens on the Platform (s) provided by the Platform Provider and which account has authorized users and has been verified by the Platform Provider as true, singly owned and belonging to the company and bears the Verified Signature/Mark.

1.9.  Authorized User means employees, agents or contractors of the Seller or Buyer whom it has designated as being authorized to access the System on its behalf and who have been provided Logins to access the System by the Platform Provider;

1.10 Confidentiality Exceptions mean circumstances in which information is: (a) part of the public domain or generally known to the general public or organizations engaged in the same or similar businesses as the receiving Party on a non-confidential basis without any breach of this Agreement by the receiving Party; (b) known by the receiving Party prior to disclosure to it hereunder without any obligation to keep it confidential; (c) disclosed to the receiving Party by a third party which, to the best of the receiving Party’s knowledge, is not required to maintain the information as confidential; (d) independently developed by the receiving Party without reference to Confidential Information of the other Party; or (e) to be the subject of a written agreement whereby the other Party consents to the disclosure of such Confidential Information on a non-confidential basis;

1.11. Confidential Information means information of a Party, that the other Party knows or ought reasonably to know to be confidential to such first Party, including the Seller or Buyer Information and any information relating to the use and operation of the Platform, unless a Party can demonstrate by clear and convincing evidence that one or more of the Confidentiality Exceptions applies to the information.

1.12. Intellectual Property Rights means all rights in inventions, patents, copyrights, design rights, database rights, trademarks and trade names, service marks, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications and rights to apply for any of them anywhere in the world in relation to the System;

1.13. Logins mean usernames and passwords for Authorized Users to access the System;

1.14. Losses means claims, liabilities, losses, damages, costs and expenses (including costs of collection, legal costs and disbursements);

1.15. Message means any message sent using the System, including any communication relating to a Transaction, but does not include any formal contractual notices;

1.16. Payments means any fund transfers related or not related to settlement of invoices or other purchases or transfers of funds between users on the system.

1.17. Party or Parties means each or both of the Seller, the Buyer and the Platform Provider, as the context requires.

1.18. Platform means the Online or Mobile System, Application and or the Website;

1.19. Policies and Procedures mean printed and/or online information provided from time to time by the Platform Provider to the Seller about the use of the Platform, including all notices, terms, policies and procedures of any kind posted on the Website.

1.20. Principal Agreement means the agreement between the Supplier and Factor and Buyer Agreement means the agreement between the Factor and the Buyer, and Borrower Agreement means the agreement between the Borrower and the Factor.

1.21. Records mean the records in the system for all transactions or uploaded documents by users on the system.

1.22. The Regulator means any regulator or governmental body or agency (including without limitation the Financial Regulator) having jurisdiction over the Platform Provider or any of its Affiliates from time to time or whose consent, approval, permission or authority is required for the Platform Provider or any of its Affiliates to carry on their business lawfully;

1.23. Schedule means this Terms of Use License Agreement and shall include, if the context admits, as attachments and references the Principal Agreement, the Borrower Agreement, the Buyer Agreement and any other instruments or agreements that may be developed and signed between the Factor, the Buyer and the Seller.

1.24. Company Data or Seller data and users includes, where appropriate, the Authorized Users; Seller Information means information provided by the Seller pursuant to this Schedule relating to the Seller’s business, including the content of any Messages, Authorized User information and Transaction data;

1.25. Company Data or Buyer data and users includes, where appropriate, the Authorized Users; Buyer Information means information provided by the Buyer pursuant to this Schedule relating to the Buyer’s business, including the content of any Messages, Authorized User information and Transaction data

1.26. System means the online and mobile system to facilitate trade/supplier finance provided by the Platform Provider or its Affiliates or licensors and made available via the Website. Mobile application, USSD, or Desktop software or any other platforms the Platform provider may provide;

1.27. Transaction means a trade/supplier finance transaction permitted under the agreements transacted over or using the System and any other transactions that can be done over the system which include but are not limited to issuing, sending and approving invoices, purchase orders, delivery notes, finance requests, wallet payments as they appear and provided for in the platform.

1.28. Virus means any software virus, worm, logic bomb, Trojan horse, time lock, time bomb, cancelbot or malicious code or software of any kind, or anything(s) similar to any of the foregoing or analogous to them;

1.29. Website means the Internet site located at such web address as the Platform Provider may notify the Seller from time to time.

1. The System Sublicense

1.1. Grant of Sublicense

(a) Subject to the terms of this Schedule, the Platform Provider hereby grants the company- Seller and the Buyer a limited, revocable, personal, non-exclusive, non-transferable sublicense, without right to further sublicense, during the term of this Schedule to access and use the Platform, solely for the purposes contemplated by this Schedule (the “Sublicense”) and as accepted by the Platform, and the Seller or Buyer shall have no other right, title or interest to or in the Platform.

(b) The Seller and the Buyer acknowledge that all right, title and interest in and to the Platform, including without limitation, all Intellectual Property Rights, are vested, and shall remain vested, in the Platform Provider, its Affiliates and/or its licensors. All right, title and interest in and to revisions, upgrades, updates, derivative works and other improvements to the Platform vest solely in the Platform Provider, its Affiliates or its licensors. Except for the grant of the Sublicense, nothing in this Schedule shall act to operate as an assignment or other transfer of any of such rights to the Seller.

(c) The Seller and the Buyer confirms that the Platform Provider, its Affiliates and licensors may use any Message, Transaction Data or other information posted by or on behalf of the Seller or the Buyer for the purposes of providing services and processing Transactions under the Principal Agreement, the Borrower Agreement, the Buyer Agreement other agreements signed between the Buyer, Supplier and the Platform Provider or any other transactions available to the users operating and being maintained on the Platform.

2. System Usage

2.1. The company’s Authorized Users may access and use the Platform only in accordance with this Schedule and the Policies and Procedures.

2.2. The Platform Provider may at its sole discretion amend the Platform or the Policies and Procedures at any time and the company’s continued use of the Platform shall be deemed notice and complete acceptance of same.

2.3. The company shall either use the Website, Mobile, USSD or Desktop Application to access the System, and may download and print reasonable extracts from the Platform and or save reasonable copies of data posted on the Platform to the Seller’s and the Buyer’s cloud storage in the account, in each case solely for the purposes contemplated by this Schedule. All other use of Platform content is forbidden. No other right or license is granted in respect of the content of the Platform.

3. Security, Authorized Users and Access

3.1. The issuance of Logins to Authorized Users and the rules and particular roles applicable to the various types of Authorized User shall be in accordance with the Policies andProcedures.

3.2. The company warrants that each of its Authorized Users is authorized to bind the company and agrees to be bound by any usage of the System that occurs under any of itsAuthorized Users’ Logins, unless it has previously notified the Platform Provider in writing or via electronic transmission on the system that particular Logins or Authorized Users are to be cancelled or their security has beencompromised.

3.3. The company shall ensure that only its Authorized Users access the Platform and shall procure that its Authorized Users: (a) maintain the secrecy of their Logins and do notdisclose their Logins to any other person; and (b) are informed of and abide by the Policies and Procedures.

3.4. The company shall keep confidential, and maintain reasonable security measures to keep the System confidential. The company agrees that: (a) it will not interfere with or circumventany information or instruction that is to be transmitted through the Platform, or with the restrictions on functionality or information on the Platform; (b) it will not introduce to thePlatform any Virus and will ensure that any information system under its control that may directly or indirectly be connected to the Platform is regularly scanned for Viruses by upto date industry standard virus scanning and protection software; and (c) it will ensure that all Messages being communicated by the company through the Platform are sent inaccordance with this Schedule and the Policies and Procedures.

3.5. The company shall immediately notify the Platform Provider in writing if it becomes aware of any unauthorized use, loss or theft of its Authorized Users’ Logins or if the company becomes aware orsuspects that any of them have become known by an unauthorized person. Upon such notification, the Platform Provider may (at its absolute discretion) revoke, suspend or disable suchLogins and/or issue new Logins to the company.

3.6. The company shall not, and shall procure that any of its representatives do not, access or attempt to gain access to any part of the Platform that is not permitted under its Logins.

3.7. The company shall not use the Platform as or in connection with a bureau service or for the provision of services to third parties unless with written permission from the Platform Provider.

4. Messages and Transcations

4.1. The company shall use the System to send all Messages and perform all Transactions under this schedule, or as provided by the system and or in connection with the AFA, BTA or any other agreements signed between the company and the Platform Provider. The company may also use the platform to communicateformal contractual notices as may be provided for by the system.

4.2. Any Message or any Transaction which appears to the Platform Provider to have been sent or entered into by the Seller or the Buyer via the System are as valid, enforceable, and legally binding on theSeller or Buyer as if manually executed and delivered in written form, and the Platform Provider and any relevant user are entitled to rely thereon irrespective of any error or fraud containedtherein or the identity of the individual who sent the Message or executed the Transcation, except to the extent that such error or fraud or use of the System by an unauthorized third party is a result of thefailure by the Platform Provider to use commercially reasonable security measures to prevent unauthorized access to the System.

5. Payments

5.1. The company-the Buyer- may use the System to make payments on all invoices issued through and approved through the Platform and to transfer funds to other users on the platform.

5.2. The company- the Supplier- that issues and sends an invoice which is approved on the platform may receive payments on the said due invoice from the Buyer or the Factor and transfer funds to other users on the platform.

5.3. The company may use the system to make any other payments or transfer funds to other users on the platform as may be needed by the company and may withdraw such funds as through the means or options provided to the company on the Platform. 

5.4.   In respect and as per the Principal Agreement, the Buyer Agreement and the Borrower Agreement the company on the platform that takes the identity of a Buyer in any given transaction courtesy of receipt and approval of an invoice from the Supplier, for which a supplier has requested an early payment, discounted invoice financing, or sold their accounts receivable, the Buyer shall make payments on the said due invoice through the platform to the Supplier Business Account from the Buyer Business Account on the Platform.  

5.5.   In respect and as per Principal Agreement, the Buyer Agreement and the Borrower Agreement, the company on the platform that takes the identity of a Supplier in any given transaction courtesy of issuing, sending and receiving approval of an invoice from the Buyer on the platform, for which the supplier has requested an early payment, discounted invoice financing, or sold the said accounts receivable, the Supplier shall receive payments on the said due invoice through to the platform to the Supplier Business Account from the Buyer Business Account on the Platform.

5.6.   In respect and as per the Principal Agreement, The Buyer Agreement and the Borrower Agreement the company on the platform that takes the identity of a Buyer in any given transaction courtesy of receipt and approval of an invoice from the Supplier, for which the said invoice is due, and the Buyer requests the Platform Provider to make payment on the due invoice, the supplier shall receive the payment on the said due invoice through the platform to their Supplier Business Account on the platform. The supplier shall accept and receive payments on the said invoice from the Platform Provider to the said account. The Buyer shall make payments to the Platform Provider on the said financed invoices through the platform to the Platform Provider’s Business Account on the platform unless stated otherwise.

5.7.   In respect and as per the Borrower Agreement, the company on the platform that is either the Buyer or Seller that requests for purchase order financing or stock financing, and receives the said financing, the company shall require that the company at the other end of the transaction, i.e the buyer pays the company- the supplier through the platform to their Supplier or Buyer Business Account.   

6.    System Availability

6.1.  The company acknowledges and agrees that: (a) the Platform Provider does represent and warrant that the Platform will be error-free and available without interruption; (b) the Platform Provider clarifies that available without interruption does not include times where will be downtime from time to time when the System cannot be accessed and is under maintenance.

7.    Default

7.1.  Any failure of the company to perform any or all of its obligations under Agreement and any other agreement signed by and through the use of the platform shall be deemed to be a material breach of this Agreement.

8.    Confidentiality

8.1.  Subject to the Confidentiality Exceptions, each Party agrees to maintain the confidentiality of any Confidential Information of the other Party, and to use such Confidential Information only for the purposes of exercising its rights and performing its obligations under this Schedule.

8.2.  Notwithstanding the foregoing, either Party may disclose Confidential Information obtained from the other Party to any authority of competent jurisdiction if disclosure is required pursuant to a court order or instruction or request of any Regulator or supervisory authority having jurisdiction over it, provided that the disclosing Party shall have given the other Party prompt notice thereof (unless it has a legal obligation to the contrary) so that the other Party may seek a protective order or other appropriate remedy to prevent disclosure.

8.3.  Notwithstanding the other provisions of this Schedule, the Platform Provider may compile, copy, modify, license and exploit any and all data entered into the System by or on behalf of the company, including without limitation Transaction data, Message data and statistical click-stream data, provided always that such data has been anonymized such that it does not compromise any Personal Data and that it does not directly or indirectly identify any individuals, the company, any company or any other corporate entities.

9.    Representations and Warranties

The company hereby represents, warrants and covenants to and with the Platform Provider as follows:

9.1.   the company’s use of the Platform is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the sale and purchase of goods and/or services between the Seller and its Buyers on the platform and pursuant to the agreements signed between the Platform Provider and the company. The company shall not use the Platform for any arbitrage functions or purposes, or for any money laundering purpose, or in contravention of any law or regulation, and Messages issued at the company’s request shall not be, and are not intended to be, used in furtherance of any of the foregoing;

9.2.  the company has independently verified or shall independently verify the validity of the entity and account information and any changes to such information stored on the System with respect to each other account user on the platform with whom the company transacts business.

9.3.  The company acknowledges that the Platform Provider has no obligation to inspect or view the content of Messages and that the Platform Provider has no liability in the event that the any other company-either Buyer or Supplier with whom it transacts is in breach of this obligation- the company shall comply with all relevant laws and regulations applicable to this Schedule and transactions conducted using the Platform including, without limitation, all applicable sanctions and export control laws;

9.4.   Information provided by the company to the Platform Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects, and the Platform Provider is hereby authorized from time to time to verify information about the company from any source and in any manner the Platform Provider may deem fit.

9.5.  The company and the Platform Provider severally represent, warrant and covenant that it has the power and authorizations to enter into and perform, and deliver this Schedule and the transactions contemplated by this Schedule, and that the same do not contravene any contract binding on or affecting it, does not violate applicable law or regulation, and does not require any notice, filing or other action to or by any governmental authority and where if required, the company has acquired the said notices, made the said filings to any government authorities where it is required. 

9.6.  Except as expressly provided in this Schedule, no representation, warranty, term or condition, express or implied, statutory or otherwise, is given or assumed by the Platform Provider in respect of: (a) the System and/or the Website; (b) the company’s underlying commercial transactions; or (c) the goods or services to which such underlying transactions relate (regardless of any assistance that the Platform Provider or its Affiliates may, in its sole discretion, provide to the company). All such representations, warranties, terms and conditions (whether express, implied or otherwise) are excluded, except to the extent prohibited by law. Without limiting the foregoing, the company understands that neither the Platform Provider nor its Affiliates is giving any representation, condition or warranty (whether express, implied or otherwise) as to condition, performance, fitness for purpose, suitability, merchantability, non-infringement, quality, or otherwise, except as expressly provided in this agreement.

10. Indemnity

The company covenants and agrees to indemnify the Platform Provider, its Affiliates, its licensors, employees, officers, directors and agents (each, an “indemnified party”) from and against all Losses (including those relating to the enforcement of this indemnity) arising out of or in any way relating to reliance by the Platform Provider on any Message or Transaction that appears to have been sent or entered into between the Seller and the Buyer using the Platform or as a result of any Message or Transaction containing information or material which is unlawful, offensive of defamatory; or any breach of the company’s obligations under this Schedule, or any suit, demand, claim or other dispute with respect to a Message or Transaction by the company using the System, except to the extent that such Losses are caused by the fraud or willful misconduct of the indemnified party, or any of its respective employees, officers, directors and agents.

11. Information, Data and Access

11.1.             The company shall maintain sufficient records of all Messages and Transactions sent or entered into by it using the System and otherwise with respect to its obligations and activities in connection with this Schedule, including (without limitation) information with respect to any underlying commercial trade transaction (or associated disputes) to which it is a party, and with respect to compliance of such transactions with applicable laws and regulations (“Records”). The company shall retain each Record required to be maintained under this Clause during the longer of (i) the term of this Schedule, (ii) the term of the Buyer Agreement, the Principal Agreement and the Borrower Agreement, iii) the term of any other agreements signed between the Platform Provider and the Company or (iv) as may be required by law or regulation.

11.2.             The company shall provide the Platform Provider with copies of any Records as the Platform Provider may require, or the company shall allow the Platform Provider to examine and take copies of the Records, or any part of them, which are reasonably required in order to comply with an order, instruction or request from any authority of competent jurisdiction, or to ensure compliance with or in connection with the performance of the terms of this Schedule.

11.3.             If any Personal Data is received by the Platform Provider from the company or its Authorized Users, including without limitation through the use of cookies, the company warrants that such data has been given with the consent of each individual in compliance with the applicable laws or any applicable personal data protection and privacy legislation, such that the data may be processed or transmitted by and to the Platform Provider, its Affiliates and contractors in any country of the world for any purpose in connection with this Schedule. The company consents to the disclosure by the Platform Provider of such Personal Data to companies specified in a Message or Transaction.

12. Miscellaneous

12.1.             Limitation on Liability: (a) The Platform Provider and its Affiliates shall not be liable for any Losses suffered by the company arising out of or relating to any of its actions or omissions to act hereunder, except to the extent that any such Losses are caused by the Platform Provider’s willful misconduct or fraud. (b) Neither Party shall be deemed to be in default of any of the obligations required to be performed by it under this Schedule to the extent that performance thereof is delayed, hindered or becomes impossible because of any cause beyond the reasonable control of such Party.

12.2.             No Implied Duties: (a) The Platform Provider shall be obliged to perform such duties and only such duties as are specifically set forth in this the fullest extent permitted by law and no implied duties or responsibilities shall be read or implied into this Schedule against the Platform Provider. (b) Nothing in this Schedule excludes or is intended to exclude liability that cannot be lawfully excluded, such as liability for death or injury caused by a party’s negligence, and a party’s fraud.

12.3.             Termination: The Platform Provider may terminate this Schedule in its sole discretion at any time upon notice to the company. For the avoidance of doubt, this right of termination may be exercised without affecting the continuance (if any) of the AFA or any other terms and conditions agreements signed between the company and the Platform Provider. Upon such termination: (i) the Platform Provider will no longer accept Messages or Transactions from the company; (ii) the Platform Provider will only proceed with any outstanding Transactions that the Platform Provider received and accepted prior to the time of termination; (iii) the company shall remain responsible for all liabilities to the Platform Provider in respect of any Transactions that remain due and outstanding at the time of termination; and (iv) the Platform Provider will disable any Logins relating to the company and its Authorized Users. Termination of this Schedule is without prejudice to each Party’s rights which accrued up to the date of termination. The right to terminate this Schedule are not exclusive but shall be in addition to every other remedy or right, including the right to recover damages and seek equitable remedies.

12.4.             Underlying transactions: The company agrees that the company’s obligations under this Schedule and any Message or Transaction sent by or entered into by it shall not be affected by the invalidity, unenforceability, existence, performance or non-performance of the underlying commercial trade transaction or any related contract or undertaking, nor shall those obligations be subject to claims or defenses of the company in relation to the same, including breach of contract, breach of statutory obligation or equitable remedies.

12.5.             Survival: Clauses 2.3, 3, 4, 5, 6, and 7 of this Schedule, and clauses 10, 11, 14 of the AFA, shall continue to apply to and survive the termination of this Schedule.

THE REPUBLIC OF UGANDA

THE CONTRACTS ACT 2010

THE PRINCIPAL AGREEMENT

The following agreement is made between you ………………………………………………………… of …………………………………………………. (“you” to mean you as an individual or company or institutional directors or majority shareholders or authorized signatories of the said company) herein referred as the “Principal.”

 And

 (“ we”, or “us”) – Patasente Limited, or simply, “Patasente” ,  Incorporation Number, 229365 with physical offices on Block 213, Kisasi Road or any other as we may officially update from time to time, including any person(s), company, trade name entity, subsidiary, group etc herein referred to as the “Factor” to mean a mercantile commercial agent who purchases and sells goods and services to customers on behalf of the Principal as per this agreement.  

IT IS AGREED AS FOLLOWS:

       The Principal has applied to the Factor to be their mercantile / commercial agent in respect to the purchase and sale of their goods and services to customers.

       The Principal agrees to be bound by the attached Terms and Conditions of Trade.

       In consideration of;

The Principal entering into this Agreement; and

The Principal agreeing to comply with the Terms and Conditions of Trade

the Factor agrees to be a mercantile commercial agent to the Principal.

1             The Factor may alter the Terms and Conditions of Trade in which event the Principal agrees that the varied terms shall apply to Goods supplied after notification.

2             The Principal acknowledges they have read this Agreement and the Terms and Conditions of Trade and have received copies of each document.

This agreement is signed on ………………………….. / ……………………….. …. 2021

The Factor                                                                                                        The Principal                                                                                  

………………………………………………………………..             …………………………………………..

Factor Name                                                                                  Principal Name

…………………………………………………………………      ……………………………………………

Authorized Person/ Director Signature                                     Authorized Person/Director Signature

……………………………………………………………..          ………………………………………………

Authorized Person/ Director Name                                        Authorized Person/ Director Signature

TERMS AND CONDITIONS OF TRADE

1.0  Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions of Trade:

1. “Account” means the Principal’s account with theFactor;
2. “Fulfillment of Orders” means an order, a contract or request by the Factor for the supply of Goods and/or Services from the Principal to any specified buyer.
3. “Buyer” means a customer or client specified by the Factor to whom the Principal delivers goods and services at the request of the Factor.
4. “Carrier” means the Principal which means an individual, a company or vendor or supplier or freight and/or courier companyused by the Principal to deliver the goods to the Buyer.
5. “Factor” means the person or entity making theapplication or any person acting with ostensible authority on behalf of the Factor;
6. “Buyer’s Premises” means the physical addressof the Buyer to whom the Principal delivers goods and services.
7. “Delivery” means the transfer of possession ofGoods to the Factor which takes effect after delivering them to a Buyer and the Buyer accepting such goods.
8. “Goods” means goods and services supplied by the Principal to the buyer at any time and also includes any Services provided in respect of those Goods;
9.  “On Demand” means on written demand by thePrincipal;
10. “Order” or “Orders” means the order or orders of theFactor to the Principal to supply Goods and/or Services to a specified Buyer;
11. “SGSSA” means the Sale of Goods and Supply of Services Act,2017;
12. “Price” means the price payable for the Goods as agreed between the Principal and the Factor in accordance with clause 3.0 of this contract;
13. “Quotation” means any written quote from the Principal to sell Goods and/or Services;
14. “Services” means services supplied by the Principal tothe Factor at any time;
15. “Principal” means the individual or company indicated as the Principal in the Agreement for Supply of Goods on Credit
16. “Principal’s Premises” means the Principal’s premises which means the principal’s premises or supplier’s premises from which the goods are dispatched to the buyer or the supplier’s premises from where the Buyer picks the goods for Supply of Goods on Credit.

1.2    Interpretation

In these Terms and conditions of Trade unless a contrary intention appears:

2     A reference to a person includes any other entity or association recognized by law and the reverse.

3     Any reference to any of the parties includes that party’s executors, administrators or permitted assigns, or if a company, its successors or permitted assigns or both.

4     Any reference to more than one person binds and benefits those persons jointly and severally.

2.0 Acceptance

2.1 Fulfillment of Orders by the Principal to supply goods to a buyer shall constitute acceptance of the Terms and Conditions of Trade contained herein.

3.0 Price

3.1 The Price for any Goods shall be:

3.1.1     the Price set out in any Quotation provided by the Principal to the Factor; or

3.1.2     the Price set out in any Order by the Factor to the Principal or

3.1.3     the Price specified on any Invoice provided by the Principal to the Factor in respect of Goods supplied;

3.2 The Principal may change the Price set out in any Quotation or Order if the Factor requests a variation to the Goods set out in the Quotation or Order but not after goods have been delivered and accepted by the buyer at a specified Price.

4.0 Fees

4.1 The Factor shall charge a 5% commission of the total sales price paid (as per clause 3.0) to the Principal for goods delivered to the buyer.

5.0 Terms of Payment

5.1 Unless otherwise specified in writing as indicated on the Invoice by the Principal to us the Factor, payment for all Goods delivered to the specified buyers as indicated on the invoice, shall be made by the due date(s) as specified on the invoice after delivery and no later than the 5^th day of the due date as indicated on the invoice.

5.2 Payment shall be made net of the Factor’s fees in 4.0 above, by bank transfer, direct credit to bank accounts, cheque, cash or by any other method agreed between the Factor and the Principal.

6.0 Authority to Sell Goods and Services Supplied

6.1 The Principal shall transfer ownership and Title in all Goods and Services to the Factor after delivery to the buyer specified by the Factor and the Factor shall then invoice the buyer for the said goods.  

6.2 Until the Factor has fulfilled their obligations as in clause 5.0 above, the Principal shall retain a lien over the said delivered goods and services to the extent of any outstanding amounts to the Principal.

7.0 Sale of Goods and Services Supplied

7.1 Where the Factor has sold and invoiced the buyer for the goods delivered by the Principal, and the Factor has not fulfilled clause 5.0, the book debt created on the sale, or receivables, and the proceeds of sale when received from such client shall be held by the Factor for the Principal.

7.2 Where any proceeds of sale are placed in the Factor’s bank account, or any other account specified by Factor to such client, the funds in the Factor’s bank account or any other account – shall be deemed to be held on trust for the Principal to the extent of proceeds of sale indicated in the invoice from the Principal to the Factor.

8.0 Delivery

8.1 Delivery of the Goods shall take place at the time of dispatch to the buyer or collection from the Principal’s Premises by the buyer as indicated on the order from the Factor to the Principal.

8.2 Delivery of the Goods to the Buyer’s Premises and the goods being accepted by the buyer is deemed to be delivery to the Factor.

8.3 The Factor shall not be liable for any loss or damage caused by failure to deliver the Goods, whether on time or at all. The Principal is responsible for any loss, damage or failure to deliver the Goods, however the Principal will at its discretion agree to replace lost or damaged goods, with the same or similar goods at the buyer’s discretion.

9.0 Title

9.1 The Principal and Factor agree that ownership of the Goods shall not pass until the Factor has paid the Principal the Price payable for the Goods; andthe Factor has met all other obligations due by the Factor to the Principal in respect of allcontracts or orders or invoices between the Principal and the Factor.

10.0 Quotation

10.1       Where a Quotation is given by the Principal for the supply of any Goods then the terms of such Quotation shall be valid for thirty (30) days from the date of issue and shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.

11.0       Taxes and Duties

11.1       Unless expressly included in any Quotation, or Invoice for Goods and Services, Tax and other taxes and duties assessed or levies in connection with the supply of the Goods;are not included in the Price;

11.2       where applicable shall be paid in addition to the Price; and shall be the responsibility of the Factor. Where the payment of any taxes, duties or levies is the responsibility of the Principal at law, the price shall be increased by the amount of such taxes or duties.

12.0   Placement and Acceptance of Orders and Entitlement to Credit

12.1       The Factor shall send orders for goods to be delivered to specified buyers through the Principal’s account with the Factor.

12.2       The Principal may at any time refuse to accept any Order by the Factor but must inform the Factor of any decline in time ie within 6 hours of order placement.  

13.0   Defects

13.1       The Buyer shall inspect the Goods on delivery and shall within 1 day of delivery (time being of the essence) notify the Principal of any alleged defect which should be reasonably apparent, shortage in quantity, damage or failure to comply with the description or Quotation through the Factor.

13.2       The Factor shall afford the Principal an opportunity to inspect the Goods within a reasonable time following delivery if the Buyer notifies that the Goods are in any way defective. If the Buyer fails to comply with the provisions of clause 13.1 the Goods shall be deemed to be free from any defect or damage.

13.3       If the Principal has agreed in writing that and Goods are defective, the Principal’s liability is limited to either taking back the goods from the buyer, replacing the Goods or discounting the Price of the Goods by an amount agreed to between the Factor and the Principal with close consultation with the Buyer.

14.0   Recovery of Goods

14.1       In the event of non-payment or if payment of the Factor’s Account is overdue, the Principal shall be entitled without prejudice to any right it has at law or in equity to enter the place where the Goods are stored whether at the Factor’s premises or property or the premises or property of a third party- the buyer for the purpose of recovering and taking possession of the Goods supplied.

14.2       The Factor warrants to the Principal that, where the Goods are stored on the premises or property of the buyer- a third party,  the Factor is acting as agent for the third party and has the full authority of the third party to authorize entry on to the premises or property of the third party for the purpose of recovering the Goods supplied.

15.0   Suitability, Warranties and Liability in respect of Goods

15.1       The Buyer shall satisfy itself that the Goods are fit and suitable for the purpose for which they are acquired. If the buyer accepts the goods, the Factor shall be deemed to have accepted them.

15.2       The Principal warrants that they shall deliver goods that meet the quality or suitability requirements of the Buyer.

15.3       Where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order, the Principal will at its discretion replace, take back, repair any faulty Goods or pay the cost of replacing them, but only if a claim is made by the Factor within 7 days of delivery of the Goods.

16.0   Waiver

16.1       Failure by the Factor to enforce any of the terms and conditions contained in these Terms and Conditions of Trade shall not be deemed to be a waiver of any of the rights or obligations the Principal has under these Terms and Conditions of Trade

17.0   Credits and Returns

17.1       The Factor shall not be entitled to return Goods, cancel an Order, or expect Credits and refunds from the Principal for goods returned to the Principal by the Buyer. The Factor shall discuss the products to be returned with fulfilling Principal.

18.0   Cancellation of Orders

18.1       The Principal and Factor shall not be entitled to cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade.

18.2       To the full extent permitted by law the Factor retains a right to rescind or cancel any contract or order partially fulfilled with the Principal.

19.0   Copyright and Intellectual Property

19.1       The Principal owns and has copyright in all designs, specifications, documents, and software produced by the Principal in connection with the Goods provided pursuant to these Terms and Conditions of Trade.

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20.0   Assignment

20.1       The Factor may assign any or all of its rights or obligations under these Terms and Conditions of Trade without the written consent of the Principal.

20.2       The Principal is entitled at any time to assign to any other party all or any part of a debt and/or the Principal’s rights pursuant to these Terms and Conditions of Trade which is owing to the Principal.

21.0   Disputes

21.1       In the event of any dispute arising between the Principal and the Factor, such dispute shall in the first instance be referred to mediation for resolution.

21.2       In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.

22.0       Notices

22.1       Any notice or other communication to be given under these Terms and conditions of Trade must be in writing addressed to the recipient at the address or email address from time to time notified by that party in writing to each other party. Until a change is so notified, the address or facsimile number of each party is set out in the Quotation, Order Tax Invoice or other written communication between the parties.

23.0   Validity

23.1       If any provision of these Terms and Conditions of Trade shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected and shall remain of full force and effect.

23.2       These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of the Republic of Uganda and the Republic of Uganda Courts will have non-exclusive jurisdiction.

24.0   Variation

24.1       The Factor may from time to time by written notice to the Principal amend, add to or repeal these Terms and Conditions of Trade or

24.2       May substitute any fresh trading conditions and such amendment, addition or substitute trading conditions shall be binding on the Principal for all Orders received and all sales made after the date of delivery of the notice.

25.0   Force Majeure

25.1       Neither the Principal nor the Factor will be liable to the other for any breach of these Terms and Conditions of Trade caused by any extraordinary occurrences which are beyond the reasonable control of the party in question.

25.2       Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

26.0   Liability

26.1       The Principal’s liability to the Factor shall be limited to the value of the Order supplied,

26.2       The Sale of Goods and Supply of Services Act 2017 and other statutes may imply warranties or conditions or impose obligations upon the Principal which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on the Principal the Principal’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

26.3       Except as otherwise provided above the Factor shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by the Principal to the Buyer including consequential loss whether suffered or incurred by the Principal or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by the Principal to the Buyer.

26.4       The Principal shall indemnify the Principal against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of the Principal or otherwise, brought by any person in connection with any matter, act, omission, or error by the Principal its agents or employees in connection with the Goods and Services.

27.0   Systems

27.1       The Factor may provide technology systems and or platforms through which the Factor may place orders, receive quotations, accept invoices, make payments and execute or sign these Terms of Trade Agreement via such systems. The Principal warrants that they will use such systems in the process of executing this agreement.

27.2       The Principal for this particular agreement has contracted the use of the Patasente System on https://patasente.com  or as provided by Patasente Limited from time to time. Both the Principal and the Factor warrant that such orders, invoices, quotations, delivery receipts and other instruments shall be valid without seal or signature and binding on both parties so long as they are initiated from each other’s accounts on the Patasente platform. Patasente Limited also warrants that it’s a witness to this agreement in so long as its signed on its Platform as per the Terms of Use Agreement on its system use.

28.0   Entire Agreement

28.1       These Terms and Conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Principal and the Factor

28.2       If there is inconsistency between these Terms and Conditions of Trade and any Order submitted by the Factor or any other arrangement between the Principal and Factor, these Terms and Conditions of Trade prevail unless otherwise agreed in writing by the parties.

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This    agreement is signed on this day —————of ———————- 2021,

between:

The Factor                                                                                                        The Principal                                                                                  

………………………………………………………………..             …………………………………………..

Factor Name                                                                                  Principal Name

…………………………………………………………………          ……………………………………………

Authorized Person/ Director Name/ Signature                          Authorized Person/Director Signature

……………………………………………………………..          ………………………………………………

Authorized Person/ Director Name/ Signature                         Authorized Person/ Director Signature

The Witness

………………………………………………………………..

Witness Name/ Signature

…………………………………………………………………

Witness Name / Signature

THE REPUBLIC OF UGANDA

THE CONTRACTS ACT 2010 AND THE SGSS ACT 2017

THE BUYER AGREEMENT

The following agreement is between you ………………………………………………………………………….. of …………………………………………………. (“you” to mean you as an individual or company or institutional directors or majority shareholders or authorized signatories of the said company) herein referred as as the “Buyer” or the “Customer”

And  

(“ we”, or “us”) – Patasente Limited, or simply, “Patasente” a factoring platform,  Incorporation Number, 229365 with physical offices on Block 213, Kisasi Road or any other as we may officially update from time to time, including any person(s), company, trade name entity, subsidiary, group etc herein referred to as the “Factor” (to mean the “mercantile commercial agent” of a “Supplier” or “Seller”) who may provide you goods on credit against your order and to whom you are obligated to pay back as per this agreement.

IT IS AGREED AS FOLLOWS:

       The Buyer has applied to the Factor for the provision of Credit in respect of the payment of Goods purchased by the Buyer from the Factor.

       The Buyer agrees to be bound by the attached Terms and Conditions of Trade.

       In consideration of;

The Buyer entering into this Agreement; and

The Buyer agreeing to comply with the Terms and Conditions of Trade

the Factor agrees to provide Credit to the Buyer as set out in the attached Terms and Conditions of Trade.

3             The Factor may alter the Terms and Conditions of Trade in which event the Buyer agrees that the varied terms shall apply to Goods supplied after notification.

4             The Buyer acknowledges they have read this Agreement and the Terms and Conditions of Trade and have received copies of each document.

This agreement is signed on ………………………….. / ……………………….. …. 2021

The Buyer                                                                                                        The Factor                                                                                  

………………………………………………………………..             …………………………………………..

Buyer Name                                                                                  Factor Name

…………………………………………………………………      ……………………………………………

Authorized Person/ Director Signature                                     Authorized Person/Director Signature

……………………………………………………………..          ………………………………………………

Authorized Person/ Director Name                                        Authorized Person/ Director Signature

TERMS AND CONDITIONS OF TRADE

1.0  Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions of Trade:

1. “Account” means the Buyer’s account with theFactor;
2. “Application for a Credit Account” means an order, a contract or an application by the Buyer and Guarantor (if applicable) for the supply of Goods and/or Services from the Factor on Credit;
3. “Business Day” means a day from Monday to Sunday except any day observed as a national public holiday;
4. “Carrier” means the Principal which means an individual, a company or vendor or supplier or freight and/or courier companyused by the Factor to deliver the goods to the Buyer.
5. “Credit”means the sale on Goods on the basis of creditsales with payment as set out in these Terms of Trade as partly or fully indicated on the invoice arising out of these sales and in accordance with these Terms and Conditions of Trade;
6. “Buyer” means the person or entity making theapplication or any person acting with ostensible authority on behalf of the Buyer;
7. “Buyer’s Premises” means the physical addressidentified by the Buyer from time to time in writing for the delivery of Goods and/or notices and whether in the Application for Credit Account or otherwise; “Delivery” means the transfer of possession ofGoods;
8. “Goods” means goods and services supplied by the Factor to theBuyer at any time and also includes any Services provided in respect of those Goods;
9. “Guarantor” means any party executing a Guaranteeof the Buyer’s Account with the Factor;
10. “On Demand” means on written demand by theFactor;
11. “Order” or “Orders” means the order or orders of theBuyer to the Factor to supply Goods and/or Services;
12. “SGSSA” means the Sale of Goods and Supply of Services Act,2017;
13. “Price” means the price payable for the Goods as agreed between the Factor and the Buyer in accordance with clause 3.0 of this contract;
14. “Quotation” means any written quote from the Factor to sell Goods and/or Services;
15. “Security Interest” means a charge over the Goods inaccordance with the SGSSA;
16. “Services” means services supplied by the Factor tothe Buyer at any time;
17. “Factor” means the company indicated as the Factor in the Agreement for Supply of Goods on Credit
18. “Factor’s Premises” means the Factor’s premises which means the principal’s premises or supplier’s premises from which the goods are dispatched to the Buyer or the supplier’s premises from where the Buyer picks the goods for Supply of Goods on Credit.

1.2    Interpretation

In these Terms and conditions of Trade unless a contrary intention appears:

5     A reference to a person includes any other entity or association recognized by law and the reverse.

6     Any reference to any of the parties includes that party’s executors, administrators or permitted assigns, or if a company, its successors or permitted assigns or both.

7     Any reference to more than one person binds and benefits those persons jointly and severally.

29.0 Acceptance

29.1       Any Application for a Credit Account by the Buyer, Agreement for the Supply of Goods on Credit entered into by the Buyer or any other written or verbal instructions received by the Factor from the Buyer for the purchase of Goods and/or the Buyer’s acceptance of Goods supplied by the Factor shall constitute acceptance of the Terms and Conditions of Trade contained herein as they may be updated from time to time.

30.0   Price

30.1       The Price for any Goods shall be:

30.1.1   the Price set out in any Quotation or Order (subject to any additional or specific terms that may apply); or

30.1.2   the advertised Price; or

30.1.3   the Price specified on any Invoice or Tax Invoice provided by the Factor to the Buyer in respect of Goods supplied; or

30.1.4   the Price otherwise specified by the Factor.

30.2       Prices are subject to change without notice.

30.3       The Factor reserves the right to change the Price set out in any Quotation or Order if the Buyer requests a variation to the Goods set out in the Quotation or Order.

30.4       The Factor reserves the right to vary the Price in the event of any error.

31.0   Terms of Payment

31.1       Unless otherwise specified in writing as indicated on the Invoice by the Factor to you the Buyer, payment for all Goods as indicated on the invoice, shall be made by the due date(s) as specified on the invoice after  delivery and no later than the 5^th day of the due date as indicated on the invoice.

31.2       The Factor may, at its sole discretion, require payment of a deposit by the Buyer prior to processing of any Order or Delivery of any Goods.

31.3       Interest will be charged on any monies not paid by the due date at the rate of 5.0% per month which will be calculated and charged on a daily basis until payment is made in full.

31.4       All costs incurred by the Factor, as a result of a default by the Buyer including but not limited to administration charges, debt collection costs and legal costs as between solicitor and client, shall be payable by the Buyer in addition to any other charges pursuant to this clause 4.0.

31.5       Payment shall be made by bank transfer, direct credit to bank accounts, cheque, cash or by any other method agreed between the Buyer and the Factor.

31.6       Payment (other than in cash) shall not be deemed to be made until the payment has been honored, cleared or recognized. Receipt of cheque, bill of exchange, or other negotiable instrument will not constitute payment and you remain liable for payment until payment is received by us.

31.7       We may notify you at any time that we are going to stop supplying Goods to you on credit. This shall be without prejudice to your obligation to pay amounts owing.

32.0   Authority to Sell Goods and Services Supplied

32.1       Notwithstanding that title in all Goods and Services is retained by the Factor, the Buyer is authorized to sell the Goods and Services in the ordinary course of business, but in particular to the client(s) indicated in the Application for Supply Credit – ASC-submitted by the Buyer to the Factor where applicable, provided that the authority may be removed by written notice if the Factor considers the credit of the Buyer to be unsatisfactory or if the Buyer is in default in the performance of its obligations to the Factor and shall be deemed automatically revoked if the Buyer commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Buyer or a receiver is appointed for all or any assets of the Buyer.

33.0   Sale of Goods and Services Supplied

33.1       Where Goods and Services in respect of which property has not passed to the Buyer are sold by the Buyer in the ordinary course of business, or as per the ASC- the book debt created on the sale, or receivables, and the proceeds of sale when received from such client shall be held by the Buyer for the Factor.

33.2       Where any proceeds of sale are placed in the Buyer’s bank account, or any other account specified by Buyer to such client, the funds in the Buyer’s bank account or any other account – shall be deemed to be held on trust for the Factor to the extent of proceeds of sale indicated in the invoice from the Factor to the Buyer.

33.3       Where any payments are made from the Buyer’s bank account otherwise than to the Factor, the payment shall be deemed to have been made from all other funds in the Buyer’s bank account and not from funds held on trust for the Factor.

33.4       The trust obligation imposed by this clause and the Factor’s entitlements under the SGSSA shall continue for so long as the Factor is unpaid for all Goods and Services supplied to the Buyer.

34.0   Security

34.1       Without prejudice to such other rights as the Factor may have pursuant to these Terms and Conditions of Trade, the Factor reserves the right to request from the Buyer such security as the Factor may from time to time think desirable to secure to the Factor all sums due to the Factor, or all goods supplied to the Buyer on Credit and may refuse to supply further Goods and Services to the Buyer until such security is given.

34.2       The Buyer warrants that they will provide such security as required by the Factor at any time its requested by the Factor to secure the Factor all sums due to the Factor from the Buyer and or all goods supplied to the Buyer by the Factor. By agreement to this clause, such security shall become and or remain property of the Factor until fully paid all sums due to the Factor.

34.3       The Buyer, including its directors, owners or any authorized Persons who sign on these Terms of Trade or any other guarantors provided by the Factor also undertake a personal guarantee to clear the Factor for all sums due to the Factor arising out of this agreement.

35.0 Delivery

35.1       Delivery of the Goods shall take place at the time of dispatch or collection from the Factor’s Premises unless the Factor agrees in writing or as indicated on the order from the Buyer to the Factor todeliver the Goods to the Buyer’s Premises in which case Delivery shall take place at the time of delivery to the Buyer’s Premises.

35.2       If the Factor agrees to deliver the Goods to the Buyer’s Premises, then the costs of delivery shall be in addition to the Price unless delivery is specified to be included in the Price. The Buyer shall make all arrangements necessary to take possession of the Goods at the Buyer’s Premises and if the Buyer is unable to take delivery of the Goods the Factor shall be entitled to charge a reasonable fee for re-delivery.

35.3       Delivery of the Goods to the Buyer’s Premises is deemed to be delivery to the Buyer.

35.4       If the Factor delivers Goods to the Buyer, then unless delivery is included in the Price of the Goods the delivery fee shall be invoiced by the Factor and paid for by the Buyer in accordance with the provisions in these Terms and Conditions of Trade.

35.5       The Factor may at its discretion charge the Buyer for delivery costs incurred by the Carrier and these charges may be subject to change.

35.6       The Factor shall not be liable for any loss or damage caused by failure to deliver the Goods, whether on time or at all. The Carrier is responsible for any loss, damage or failure to deliver the Goods, however the Factor will at its discretion agree to replace lost or damaged goods, with the same or similar goods, regardless of the time taken to recover costs from the Carrier.

35.7       Time shall in no case be of the essence in respect of the delivery of Goods or the provision of Services. The Factor shall not be responsible for any delay in the delivery of Goods or the provision of Services and the Buyer shall not be entitled to cancel orders because of any such delay. Dates for delivery of Goods and provision of Services are given in good faith and are not to be treated as a condition of sale or purchase. Delivery of Goods by the Factor to a Carrier is deemed to be delivery to the Buyer.

36.0 Title

36.1       The Factor and Buyer agree that ownership of the Goods shall not pass until:

36.1.1   The Buyer has paid the Factor the Price payable for the Goods; and

36.1.2   the Buyer has met all other obligations due by the Buyer to the Factor in respect of allcontracts or orders or invoices between the Factor and the Buyer.

36.2       It is further agreed that where applicable;

36.2.1   the Goods shall be kept separate and identifiable until the Factor has been paid all monies due and all other obligations of the Buyer are met in full unless the Factor agrees it is impracticable; anduntil such time as ownership of the Goods shallpass from the Factor to the Buyer the Buyer will Upon Demand return any Goods to the Factor (unless sold) and, if sold, to pay the sale proceeds by clear monies owing by the Buyer to the Factor; and

36.2.2   until such time as the Buyer has paid all monies due to the Factor and met all other obligations of the Buyer in full then the Buyer shall hold the proceeds from any sale or disposal of the Goods on trust for the Factor; and

36.2.3   If the Goods are attached, fixed or incorporated into any property of the Buyer, by way of any manufacturing or assembly process by the Buyer or any third party, title in the products and services shall remain with the Factor until the Buyer has made payment for all Goods and where those Goods are mixed with other property so as to be part of or constituent of any new goods title to those new goods shall be deemed to be assigned to the Factor as security for the full satisfaction by the Buyer of the full amount owing by the Buyer to the Factor.

37.0   Risk

37.1       From the time of Delivery of any Goods to the Buyer, despite the Factor retaining ownership of the Goods as set out in clause 6.0, risk in the Goods shall pass to the Buyer and any loss, damage or deterioration to the Goods shall be borne by the Buyer. The Buyer shall remain liable to pay for the Goods notwithstanding any loss, damage or deterioration to the Goods.

37.2       The Buyer shall insure the Goods from when risk in the Goods passes to the Buyer.

37.3       If any Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, the Factor is entitled to receive any insurance proceeds payable for the Goods.

37.4       The production of these Terms and Conditions of Trade by the Factor shall be sufficient evidence of the Factor’s rights to receive the insurance proceeds without the need for any person dealing with the Factor to make further enquiries.

38.0   Security Interest

38.1       The Buyer acknowledges and agrees that:

38.1.1   these terms and conditions constitute a security agreement for the purposes of the SGSSA or any other applicable law;

38.1.2   a Security Interest is taken in all Goods previously supplied by the Factor to the Buyer (if any) and all Goods that will be supplied in the future by the Factor to the Buyer; and

38.1.3   such Security Interest shall be a purchasemonies security interest to the extent the Security Interest secures an obligation to pay for Goods to the maximum extent provided for in the SGSSA.

38.2       The Buyer undertakes to;

38.2.1   sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Factor may reasonably require to register financing statements or tax filing information with the authorized bodies;

38.2.2   immediately advise the Factor of any material change in the Buyers name, Buyer details and/or its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales;

38.2.3   sign any further documents and/or provide any further information (which information the Buyer warrants to be complete, accurate and up-to-date in all respects) which the Factor may reasonably require to enable compliance with all material laws governing this agreement in the Republic of Uganda;

38.2.4   pay all costs incurred by the Factor in enforcing or attempting to enforce the security interest created by these Terms and Conditions of Trade including executing subordination agreements;

38.2.5   be responsible for the full costs incurred by the Factor (including actual legal fees and disbursements on a solicitor/client basis) in obtaining an order pursuant to executing this agreement.

38.3       If any of the Goods are incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods shall be and remain with the Factor until payment is made. The Factor’s Security Interest in the Goods shall continue in the terms of SGSSA.

38.4       The Buyer agrees that immediately on request by the Factor the Buyer will procure from any persons considered by the Factor to be relevant to its security position such agreement and waivers as the Factor may at any time require.

38.5       Where Goods are sold by the Buyer in the ordinary course of business, the book debt created on the sale, or receivables and the proceeds of sale when received shall be held by the Buyer for the Factor.

38.6       Where any proceeds of sale are placed in the Buyer’s bank account, or any other account, the funds in the Buyer’s bank account or any other account shall be deemed to be held on trust for the Factor to the extent of proceeds of sale and the due outstanding invoices from the Factor to the Supplier.

38.7       Where any payments are made from the Buyer’s bank account, or any other account, otherwise than to the Factor, payment shall be deemed to have been made from all other funds in the Buyer’s bank account and not from funds held on trust for the Factor.

38.8       The Buyer irrevocably nominates constitutes and appoints the Factor or the Factor’s nominee as the Buyer’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 11.0 and provisions of clause 8.0

39.0 Quotation

39.1       Where a Quotation is given by the Factor for the supply of any Goods then the terms of such Quotation shall, to the extent of any conflict between such Quotation and theseTerms and Conditions of Trade, prevail. In addition, where a quotation is given by the Factor for the supply of Goods and Services:

39.1.1   Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue;

39.1.2   The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary;

39.1.3   The Factor reserves the right to alter the quotation because of circumstances beyond its control.

40.0       Taxes and Duties

40.1       Unless expressly included in any Quotation, or Invoice for Goods and Services, Tax and other taxes and duties assessed or levies in connection with the supply of the Goods;

40.1.1   are not included in the Price;

40.1.2   shall be paid in addition to the Price; and shall be the responsibility of the Buyer. Where the payment of any taxes, duties or levies is the responsibility of the Factor at law, the price shall be increased by the amount of such taxes or duties.

41.0 Payment Allocation

41.1       The Factor may, in its discretion, allocate any payment received from the Buyer towards any invoice that the Factor determines and may do so at the time of receipt or at any time afterwards. On any default by the Buyer the Factor may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Factor, payment shall be deemed to be allocated in such manner as preserves the maximum value of the Factor’s purchase money security interest in the Goods or Services supplied by the Factor to the Buyer.

42.0 Errors or Omissions

42.1       Clerical errors or omissions, whether in computation or otherwise and whether in any Quotation, Order, Invoice, Tax Invoice or otherwise shall be subject to correction by the Factor and payment by the Buyer.

43.0   Placement and Acceptance of Orders and Entitlement to Credit

43.1       Orders will be on such forms and through systems as the Factor may require and provided by the Factor to the Buyer from time to time

43.2       The Factor may terminate Credit sales pursuant to these Terms and Conditions of Trade at any time by written notice. Such termination shall not release the Buyer from any obligation already incurred at the time of termination or any further liability in respect of that obligation.

43.3       The Factor may at any time refuse to accept any Order by the Buyer or decline any request for a Credit sale to the Buyer (whether by way of termination of Credit sales or not) and shall not be required to specify any reason.

44.0   Defects

44.1       The Buyer shall inspect the Goods on delivery and shall within 1 day of delivery (time being of the essence) notify the Factor of any alleged defect which should be reasonably apparent, shortage in quantity, damage or failure to comply with the description or Quotation.

44.2       The Buyer shall afford the Factor an opportunity to inspect the Goods within a reasonable time following delivery if the Buyer notifies that the Goods are in any way defective. If the Buyer fails to comply with the provisions of clause 17.0 the Goods shall be deemed to be free from any defect or damage.

44.3       If the Factor has agreed in writing that and Goods are defective, the Factor’s liability is limited to either (at the Factor’s discretion) replacing the Goods or discounting the Price of the Goods by an amount agreed to between the Buyer and the Factor.

44.4       Goods may not be returned to the Factor other than in accordance with this clause 17.0

45.0   Recovery of Goods

45.1       In the event of non-payment or if payment of the Buyer’s Account is overdue, the Factor shall be entitled without prejudice to any right it has at law or in equity to enter the place where the Goods are stored whether at the Buyer’s premises or property or the premises or property of a third party for the purpose of recovering and taking possession of the Goods supplied.

45.2       The Buyer warrants to the Factor that, where the Goods are stored on the premises or property of a third party, or sold to another client in the ordinary course of business of the Buyer,  the Buyer is acting as agent for the third party and has the full authority of the third party to authorize entry on to the premises or property of the third party for the purpose of recovering the Goods supplied without releasing the Buyer from liability.

45.3       The Factor will not be responsible for any damage reasonably caused in the course of removal of Goods supplied either in the possession of the Buyer or a third party and the Buyer indemnifies the Factor to the full extent in respect of damage caused in the course of removal from the property of a third party.

45.4       The Factor may resell the Goods and apply the proceeds towards payment of the Buyer’s outstanding Account with the Factor. Any shortfall will remain the liability of the Buyer. The Buyer indemnifies the Factor for all costs and expenses including legal costs as between solicitor and client which the Factor may incur in recovering the Goods and any monies owed to it.

46.0   Suitability, Warranties and Liability in respect of Goods

46.1       The Buyer shall satisfy itself that the Goods are fit and suitable for the purpose for which they are acquired.

46.2       The Factor makes no warranty or representation as to the quality or suitability of the Goods for any purpose and expressly negates any implied or expressed condition that the Goods are suitable for any purpose the Buyer may use them for.

46.3       The Buyer accepts all risk and responsibility for consequences arising from the use of the Goods, whether alone or in combination with other Goods and Services.

46.4       The Factor shall not be responsible for any direct, indirect or consequential loss (including loss of profit) and/or expense arising in respect of the Goods (or use of the Goods) and suffered by the Buyer or any third party whether in contract or tort (including negligence) or otherwise.

46.5       If, notwithstanding clause 19.4, the Factor incurs any liability arising in respect of the Goods then in no circumstances shall such liability exceed the Price paid for the Goods in respect of which liability arises.

46.6       The Buyer warrants they are acquiring Goods for the purposes of a business and as indicated in the documents and forms arising and or developed during these Terms of Trade Agreement.

46.7       Unless otherwise specified, the Factor gives no warranty express or implied as to the quality, description or fitness for any particular purpose of the Goods and Services.Where applicable, manufacturer’s warranties will attach to the Goods.

46.8       Where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order, the Factor will at its discretion replace or repair any faulty Goods or pay the cost of replacing them, but only if a claim is made by the Buyer within 1 day of delivery of the Goods time being of the essence.

47.0   Set off

47.1       The Factor shall have a right of set off in respect of any monies due under these Terms and Conditions of Trade by the Buyer in respect of any monies owed to the Buyer by the Factor. The Buyer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Buyer by the Factor.

48.0   Waiver

48.1       Failure by the Factor to enforce any of the terms and conditions contained in these Terms and Conditions of Trade shall not be deemed to be a waiver of any of the rights or obligations the Factor has under these Terms and Conditions of Trade

49.0   Credits and Returns

49.1       The Buyer shall not be entitled to return Goods, cancel an Order, or expect Credits other than as allowed pursuant to these Terms and Conditions of Trade. The Buyer is required to discuss the products to be returned with fulfilling Principal or Carrier where applicable.

49.2       Credits will not be issued for goods returned without the knowledge of the Factor’s Representative. Credits will not be issued for stock sold more than 6 months prior. All returned cartons or goods must contain the correct inner quantity and be totally fit for resale. We will not accept cartons or goods tampered with or that have notes written directly on the exterior, and the product must be returned in the original cartons or shapes or order of delivery.

50.0   Compliance

50.1       The Buyer shall be solely responsible for obtaining any necessary permits under and for compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the handling, operation and disposal of the Goods.

51.0   Events and consequences of Default

51.1       All amounts payable in respect of any credit sale(s) shall become immediately due to the Factor and the Factor may at its option cancel any Order, suspend or terminate these Terms and Conditions of Trade and/or exercise any of the remedies available to it under these Terms and Conditions of Trade in the event that:

51.1.1   the Buyer fails to pay any monies to the Factor on the due date(s) or breaches any other obligation herein; or

51.1.2    a receiver is appointed over any of the assets or undertaking of the Buyer;

51.1.3   an application for the appointment of a liquidator is filed against the Buyer or any of the conditions necessary to render the Buyer liable to have a liquidator exist, or a liquidator is appointed;

51.1.4   the Buyer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or

51.1.5   the Buyer becomes insolvent within the meaning of insolvency as the per applicable laws in the Republic of Uganda, or is presumed to be unable to pay its debts as they fall due as defined in the Companies Act commits any act of bankruptcy;

51.1.6   the Buyer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Buyer.

51.2       All costs incurred by the Factor as a result of any breach by the Buyer of any obligation of the Buyer pursuant to these Terms and Conditions of Trade including, but not limited to, administration charges, debt collection costs and legal costs (on a solicitor/client basis) shall be payable by the Buyer.

52.0   Cancellation of Orders

52.1       The Buyer shall not be entitled to cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade.

52.2       To the full extent permitted by law the Buyer hereby disclaims any right to rescind or cancel any contract or order partially or fully fulfilled with the Factor.

53.0   Copyright and Intellectual Property

53.1       The Factor owns and has copyright in all designs, specifications, documents, and software produced by the Factor in connection with the Goods provided pursuant to these Terms and Conditions of Trade.

53.2       Unless otherwise agreed in writing the Factor retains all intellectual property rights, including copyright, patents, registered designs, and all protection of confidential information in respect of any Goods sold.

53.3       The Buyer will at all times keep the Factor advised of any infringement or potential infringement by a third party of the Factor’s intellectual property rights.

54.0   Dimensions and Specifications

54.1       Dimensions and specifications contained or referred to in any Quotation, Order, catalogues, brochure, invoice or other publications maintained or issued by the Factor are estimates only.

54.2       Unless otherwise expressly agreed in writing, it is not a condition of any Quotation, Order or Invoice or these Terms and Conditions of Trade that the Goods will correspond precisely with such dimensions and specifications and customary tolerances or in the absence of customary tolerances, reasonable tolerances shall be allowed.

55.0   Assignment

55.1       The Buyer shall not assign any or all of its rights or obligations under these Terms and Conditions of Trade without the written consent of the Factor.

55.2       The Factor is entitled at any time to assign to any other party all or any part of a debt and/or the Factor’s rights pursuant to these Terms and Conditions of Trade which is owing to the Factor.

55.3       The Factor may also assign or sub-contract any part of any Service to be performed by the Factor in relation to the Goods.

55.4       In respect of any assignment by the Factor pursuant to this clause, the Assignee shall be entitled to the full rights of the Factor.

55.5       The Goods provided pursuant to these Terms and Conditions of Trade are sold for use in the Republic of Uganda only and are not to be exported elsewhere, directly or indirectly, without prior agreement of the Factor. In the event that the Factor consents to the export of the Goods, the Buyer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.

56.0   Disputes

56.1       In the event of any dispute arising between the Factor and the Buyer, such dispute shall in the first instance be referred to mediation for resolution.

56.2       In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.

56.3       Nothing in this clause prevents the Factor from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

57.0       Notices

57.1       Any notice or other communication to be given under these Terms and conditions of Trade must be in writing addressed to the recipient at the address or email address from time to time notified by that party in writing to each other party. Until a change is so notified, the address or facsimile number of each party is set out in the Application for Supply Credit- ASC Account, Quotation, Order Tax Invoice or other written communication between the parties.

57.2       The Buyer shall give the Factor not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s addres, or business practice).

57.3       Delivery may be effected by hand or email. A notice or other communication will be deemed to have been received:

57.3.1   in the case of hand delivery, at the time of actual delivery to the recipient’s address;

57.3.2   in the case of delivery by email, at the time of transmission specified in a transmission report from the sending machine which indicates that the email was sent in its entirety to the email sending information contained therein.

58.0   Validity

58.1       If any provision of these Terms and Conditions of Trade shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected and shall remain of full force and effect.

58.2       These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of the Republic of Uganda and the Republic of Uganda Courts will have non-exclusive jurisdiction.

59.0   Variation

59.1       The Factor may from time to time by written notice to the Buyer amend, add to or repeal these Terms and Conditions of Trade or

59.2       May substitute any fresh trading conditions and such amendment, addition or substitute trading conditions shall be binding on the Buyer for all Orders received and all sales made after the date of delivery of the notice.

60.0   Force Majeure

60.1       Neither the Factor nor the Buyer will be liable to the other for any breach of these Terms and Conditions of Trade caused by any extraordinary occurrences which are beyond the reasonable control of the party in question.

60.2       Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party (provided this clause shall not release the Buyer from liability to pay for Goods supplied by the Factor).

61.0   Guarantee

61.1       In consideration of the Factor agreeing at the request of the Guarantor (which request is hereby acknowledged) to supply and to continue to supply Goods and/or Services to the Buyer the Guarantor unconditionally and irrevocably;

61.1.1   guarantees the due and punctual payment to the Factor of all moneys which are now owing or in the future owing to the Factor by the Buyer in respect of Goods and/or Services supplied and any other liability of the Buyer to the Factor and the due observance and performance by the Buyer of all its obligations herein. If for any reason the Buyer does not pay any amount owing to the Factor the Guarantor will immediately on demand pay the relevant amount to the Factor.

61.1.2   agrees to indemnify the Factor on demand as a separate obligation against any liability incurred by or assessed against the Factor in connection with:

61.1.2.1               the supply of Goods and/or Services to the Buyer; or

61.1.2.2               the recovery of moneys owing to the Factor by the Buyer including, but not limited to, theFactor’s costs of collection and legal costs calculated on a solicitor/client basis; or

61.1.2.3               moneys paid by the Factor in settlement of a dispute that arises or results from a dispute between the Factor, the Buyer, and a third party or any combination thereof, over the supply of Goods and/or Services by the Factor to the Buyer

61.1.3   This Guarantee and Indemnity shall constitute an unconditional  and continuing Guarantee and Indemnity and accordingly shall be irrevocable and remain in full force and  effect until all moneys owing to the Factor by the Buyer and all obligations herein have been fully paid satisfied and performed.

61.1.4   No granting of time and no waiver, indulgence or neglect to sue on the Factor’s part (whether in respect of the Buyer or any one or more or any other Guarantor(s) or otherwise) shall impair or limit the liability under this Guarantee and Indemnity of any Guarantor. Without affecting the Buyer’s obligations to the Factor, each Guarantor shall be a principal debtor and liable to the Factor accordingly.

61.1.5   If any payment received or recovered by the Factor is avoided by law such payment shall be deemed not to have discharged the liability of the Guarantor, and the Guarantor and the Factor shall each be restored to the position in which they would have been had no such payment been made.

62.0   Liability

62.1       The Factor’s liability to the Buyer shall be limited to the value of the Order supplied,

62.2       The Sale of Goods and Supply of Services Act 2017 and other statutes may imply warranties or conditions or impose obligations upon the Factor which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on the Factor the Factor’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

62.3       Except as otherwise provided above the Factor shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by the Factor to the Buyer including consequential loss whether suffered or incurred by the Buyer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by the Factor to the Buyer.

62.4       The Buyer shall indemnify the Factor against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of the Factor or otherwise, brought by any person in connection with any matter, act, omission, or error by the Factor its agents or employees in connection with the Goods and Services

63.0   Systems

63.1       The Factor may provide technology systems and or platforms through which the Buyer may place orders, receive quotations, accept invoices, make payments and execute or sign these Terms of Trade Agreement via such systems. The Buyer warrants that they will use such systems in the process of executing this agreement.

63.2       The Factor for this particular agreement has contracted the use of the Patasente System on https://patasente.com  or as provided by Patasente Limited from time to time. Both the Factor and the Buyer warrant that such orders, invoices, quotations, delivery receipts and other instruments shall be valid without seal or signature and binding on both parties so long as they are initiated from each other’s accounts on the Patasente platform. Patasente Limited also warrants that it’s a witness to this agreement in so long as its signed on its Platform as per the Terms of Use Agreement on its system use.

64.0   Entire Agreement

64.1       These Terms and Conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Factor and the Buyer

64.2       If there is inconsistency between these Terms and Conditions of Trade and any Order submitted by the Buyer or any other arrangement between the Factor and Buyer, these Terms and Conditions of Trade prevail unless otherwise agreed in writing by the parties.

This    agreement is signed on this day —————of ———————- 2021,

between:

The Buyer                                                                                                        The Factor                                                                                  

………………………………………………………………..             …………………………………………..

Buyer Name                                                                                  Factor Name

…………………………………………………………………          ……………………………………………

Authorized Person/ Director Name/ Signature                          Authorized Person/Director Signature

……………………………………………………………..          ………………………………………………

Authorized Person/ Director Name/ Signature                         Authorized Person/ Director Signature

The Witness

………………………………………………………………..

Witness Name/ Signature

…………………………………………………………………

Witness Name / Signature

THE REPUBLIC OF UGANDA

MONEY LENDERS ACT 2016

BORROWER AGREEMENT

“BORROWER AGREEMENT” BETWEEN PATASENTE AND THE BORROWER

The following Borrower Agreement (“Agreement”) is made on this ………………of ………….2021

 Between

 You…………………………………………………… of ……………………………………………………………(“you” and ““your” mean each borrower, including any joint applicant/co-borrower for which it may mean you as a company or the individual or institutional directors or majority shareholders or authorized signatories in the said company) herein referred to and signs off as the “Borrower”

And

 (“we,” “our” or “us”)- Patasente.com, a factoring platform on www.patasente.com and accessed via other sub-domains legally registered as and is Patasente Limited, or simply, “Patasente”,  Incorporation Number, 229365 with physical offices on Plot 1813, Block 213 Kisasi Road, Bukoto, or any other as we may officially update from time to time, (including any person(s), company, trade name entity, subsidiary, group) herein referred to us a “ Factor”, or “ Lender” or “ Investor” or “ Capital Partner” ) who may through our platform provide you a loan against your loan request and to whom you are obligated to pay back as per this agreement.    

This Agreement governs the process by which you may make a request(s) for a loan, the terms of which we provide the loan and its entire repayment to us physically or through the website Patasente.com including any subdomains thereof, or other application channels offered by us collectively and operated by Patasente Limited (“Patasente.com”).

By expression of this agreement, a “loan request” or “request for a loan” shall also mean a “factoring request with recourse as a loan to you the Borrower” represented as a “Factor Request” or “Request for Factoring” or “Request for Financing” a “ a Factor Pay Request“ represented by a “FactorPay” or “Early Pay” or “AfterPay” or a “Credit Card” or  button(s) or link or request or card account to purchase on credit,  that has similar meaning or results from you submitting a loan request and results into providing you a loan on or through or from our platform or any of our official application documents assented to by you to us. If you make a loan request, and if that request results in a loan that is approved, you will also be constituted to have issued a “Borrower Promissory Note” simply -a “Promissory Note” to us, referred to as a “Factor Note” (meaning a “Promissory Note Issue” referred to as a “Factor Note Issue”) to us and will receive a “Factor Invoice” representing your Promissory Note from us to you.

 This Promissory Note shall be your legal instrument issued by you to us, a promise by you to us, and obligating you- your obligation- to pay back the loan to us advanced to you as per the specific terms indicated on your approved loan request and agreed to us by us as per the Borrower Promissory Note terms and in accordance with this agreement.  

If your loan request is approved and is funded by us to you, then you will be constituted to have taken a loan from us, and us having accepted your Borrower Promissory Note and the loan will be governed generally by this agreement. A loan or loans or simply “loan” or “loans” shall be in form of transferred funds to your current or credit account or card account from us or cash or products or services advanced by us to you and received by you as a result of your loan request with a promise to pay it back with principal, interest and any other fees,-collectively called the “Loan Amount” or simply “Loan” or “Loans”- –  in cash value back to us .No adjustment shall be made by you on an accepted Promissory Note for an approved and advanced loan without our permission.

We however reserve the right to adjust the terms and conditions against which we provide(d) you a loan, and where if we do, your Promissory Note terms shall be adjusted to fit our adjusted terms- including but not limited to rates, fees, early loan recall, loan restructuring, loan note resale among others.

This Terms and Conditions Agreement will remain in effect for all the applicable loans, and will terminate if your loan request(s) is cancelled, withdrawn, or declined and or if your loan request is approved and funded to you, you have honored your obligation to pay back the loan to us fully, and that we have issued you a payment certificate or receipt indicating as so as per this agreement.

BY SIGNING THIS AGREEMENT, YOU HAVE ASSENTED AND SIGNIFIED YOUR AGREEMENT TO THESE TERMS.

1. Loans. Under this Agreement, you can request a full loan (a “full factor payment”) or an installment loan, or (‘ a “partial factor payment”) originated by or through the Patasente platform. This loan could be requested to enable you pay for your purchases,  or pay your suppliers with a promissory note to pay us later to enable you fulfill another order, or acquire products or services for use in your business, or a loan to get an early payment from receivables due from your client, or any other purpose as you indicate in your loan request.  When you make a request, you agree to receive and timely repay the loan that may be made in response to that request. Your agreement means you agree to repay the money, principal, interest and fees indicated by us to you and to abide by the terms of this Agreement, any factoring loan agreement signed and the Borrower Promissory Note, and all other agreements or disclosures provided to you during the loan process and which may be found in your Patasente Account. Any dispute with us, Patasente Limited or any subsequent holder of the Loan Agreement and Promissory Note will be resolved by binding arbitration or by the Courts of Law in the Republic of Uganda. Each loan request is subject to our factoring or credit criteria in effect at the time of your loan request and may change from time to time for both existing and new loans to you from us.

2. Account Verification. You understand that if we are unable to verify your company/business’ legal information, bank account, directors, performance capacity, financial accounts status or any other important information about you or your company that we request for any reason, we will cancel your application, your loan request will not be financed, and this Agreement will be terminated.

3. Loan Requests. You may submit a qualifying loan request by filling in the Request for Factoring-RFF paper form through our channels or by submitting a Factor Request against an invoice- called an Invoice Factoring Request or by clicking on a “Factor Pay” or “Early Pay” or “AfterPay” button or by requesting for a Credit Card issued against your credit account, or by purchasing using a Credit Card issued to you by us or by transferring funds from your credit account to current account on Patasente, or any other link that has similar meaning or is consummated to result into a loan request against approved invoices or orders in your account on the platform or any other orders and invoices you may share with us or for any purchases you may use a Credit Card issued by us to you  or funds arising out of your credit account. You may not have more than 500 factor requests and you may not have more than 50 loans outstanding at any given time.

You warrant that you will not present us contracts, local purchase orders or invoices or purchases for whom you have received financing from any other lender. You warrant that you will only submit factor/ loan requests to for pay for purchases- stock for your own business, or  pay invoices from your genuine suppliers to enable you fulfill genuine contracts or purchase orders from your clients or as early payments requests against genuine approved invoices to your clients on or not on the Patasente Platform.

3.1 a) Fraud: You warrant that you will not present fraudulent orders or invoices in your requests. In case you present and/ or are discovered to present fake or fraudulent orders and invoices or any other instruments in your loan requests, You accept to be fined and to pay 50% of your loan request amount as fines fees, termination fees equal to 25% of your loan request amount, placement of criminal charges against you, publishing you as fraudulent publicly in the media- with all your clients, suppliers, financial institutions, credit reference bureaus etc, cancellation of your loan requests and banning you from the Patasente Platform.

 You give us powers to collect the fines with any means that result into payment of such fees to us including but not limited to; liquidation of any assets that you may have, assigning your receivables to us or placement of your business under credit recovery management until we recover all fines or any outstanding loans that you may have or any other considered action.      

3.1 b) Loan Request Approval: Once your loan request is approved, Patasente shall list the said loan, and its related promissory note, on the Patasente Investor Marketplace for the (“Investor(s)” or “Factor(s)”, or “Lenders”) to be able to view it. Investors may commit to (i) finance the loan by purchasing the promissory notes listed on the Patasente marketplace- meaning by making a Factor Payment on your Factor Request – meaning issue you a loan directly or (ii) by subsequently acquiring the loan and its related promissory note from us Patasente Limited or iii) By us Patasente Limited specifically or through any trade name or entity issuing you the loan or finance your loan request by making a factor payment on your factor request.

You acknowledge that an Investor’s commitment to invest in all or a portion of your loan whether offered directly or when acquired from us, Patasente specifically, does not confer any rights to you or obligate us to issue you a loan. You understand that Investors make their own decisions whether to invest in your loan.

Finally, Patasente may also choose to invest in all or part of your loan request, but is not obligated to do so, and if it does lend you, it will be the only legal claimant to all proceeds from your clients honoring payments against those purchase orders, or invoices or asset or stock sales against which your factor requests are financed, and loans advanced to you, unless otherwise approved by Patasente to co-lend with any other lenders there may be. We may elect in our sole discretion to give you a partial funding option, if necessary, which means your loan will be issued if it receives commitments totaling less than the full amount of your requested loan (subject to any applicable minimum loan size).

3.1 c) Loan Financing: Where we finance your loan request, we shall issue you a Factor Invoice, which if you approve shall release funds from us onto your Patasente account, credit or current account- and you will then be constituted to have taken a loan from us and for us having accepted your Promissory Note and you having issued us a Promissory Note- meaning a confirmation you have received the loan funds and have committed to pay us back as per the agreed terms on the promissory note. You will have requested and approved the Factor Invoice(s) if you use your credit card for purchases at merchants or transferred funds from your credit account to your current account on Patasente and therefore constituted to have taken a loan from us .

The Factor Invoice(s) shall represent the Total Loan Amount- Principal and Interest payable which you are obligated to pay back to us and its due date and other relevant information as indicated in the Promissory Note. You will honor your Promissory Note(s) or pay back the Loan to us by paying the approved Factor Invoice(s). You accept that you will pay back the approved Factor Invoice(s) before or by its due date from your revenues or any other source that results into paying us back the loan you have taken by it due date -and before if your final client who issued you the order(s) or to whom you sent an invoice(s) against which you submitted factor request(s)  or if a buyer pays for your purchases on cash on delivery basis or pays you earlier before the due date of the Factor Invoice(s), or when that client pays beyond the Factor Invoice(s) due date, and the factor invoice(s) is still outstanding. Your outstanding loan balance shall be indicated in your Credit Account balance.

In case of failure to receive payments from your clients, who issued you orders or to whom you issued invoices against which you submitted factor requests, or to whom you sold your acquired or purchased goods,  you will pay the Factor Invoice from your personal or total company revenues or any other source of funds by its due date .

Any amount on any factor invoices that remains unpaid beyond its due date, will be considered to be in default as per section 4.1d, and restructured as a recourse loan(s) to you the borrower(s) and you agree to repay the full loan amount; principal (outstanding invoice value/amount), interest and penalties as per this agreement. Patasente Limited shall issue you an invoice(s) for any fees levied and indicated to you by Patasente Limited, regarding any approved and or funded loan request.

You will be obligated to approve, and you accept to pay the said fees to Patasente prior, or when you receive loan funds or as may be agreed upon with Patasente Limited. Patasente reserves the right to deduct unpaid the outstanding amounts for the unpaid fee invoices from your Patasente wallet or current account or any of your other account or any other referenced methods in this agreement that results into payment to us.      

WE DO NOT WARRANT OR GUARANTEE (1) THAT YOUR LOAN REQUEST WILL BE FINANCED BY US OR OUR INVESTORS.

No later than (3) three days after your application or Request for Financing-RFF is complete, we will tell you if your loan is approved and will issue for some or all of your requested amount, or if is declined, or if we are making you a counter-offer. Your loan request will be listed on the marketplace for at least thirty (30) days, subject to investor interest. It may take up to sixty (60) days to process and issue your loan. Where if your loan request exceeds the time, you expect the financing, as indicated in the Request for Factoring Form, we shall communicate to you just in time of either achievement of a full or a partial raise or no raise. If at any point, you no longer want a loan under your pending loan request that has been approved by us and is due to be financed, you must notify us in writing of your election to terminate your loan request sufficiently far in advance of the loan closing for us to cancel the loan.

4. Loan Terms.

4.1a: Underwriting: Where if we finance your loan request, you will be considered to have taken a loan from us. Your loan will have a principal balance in the amount set forth in Truth in the Borrower Promissory Note that you shall sign or issue to us for every financed Loan Request, or sated as Outstanding Balance in your credit account each of which is provided to you either physically or placed in your online account you established upon registration and opening your account and or per this agreement. You will issue us any of the following as we may request 1) A cheque for the loan amount as indicated in your promissory note(s), 2) A floating debenture against you for all our loan amounts including any other fees 3) A standing order or bank lien against your bank accounts or Patasente Wallet or Current Account 4) Payment letters confirming receipt of customer funds to the specified accounts 4) Any physical assets that we may request to secure your facility, 5) Assignment of Transfer of Payment Rights requiring that we become the Recipient for your customer payments 6) Guarantee Note Certificates/Agreements 7) Any other requirements that we may request for before, during or after the loan is advanced and remains outstanding.

All loans are partially secured to the extent of the Guarantee Note Certificates issued by you the Borrower to us and Guarantee Agreements signed between you and us  as stated in section 4.1a or 4.1c, and unsecured to the extent that the Guarantee Note Certificates/ Agreements don’t cover the said loans and that they are paid within the stipulated period stated in the signed Request for Financing Form and the Borrower Promissory Note and are issued against verified valid contracts or are used to acquire assets for the business or for your purchases. You however agree that you the applicant (s), the borrower(s) takes a full personal guarantee (s) for the repayment of the financed loan(s) and shall provide particular assets to act as guarantee for the loans that you take as requested for by Patasente at any time during the loan application, when the loan is issued and or outstanding.

Where if the loan is issued against a contract-purchase order or invoice or the loan is used to finance asset acquisition, or used for your purchases all collectively called orders or invoices, you warranty that you will declare payments from your clients as immediately as they honor payments arising out of those financed orders or invoices, and you will pay your loan(s) immediately back to us as soon as it happens. You warrant that you shall not recycle funds paid from your clients honoring those orders or invoices into your business or otherwise. Where if found to have received payment from your client, and you don’t pay us back, and either recycle such payments into your business or use the funds for any other purpose and your loan remains outstanding before or by its due date, you accept that you will pay recycling fine fees equal to 15% of your due loan amount and still pay the entire loan amount, principal, interest, and fees by the due date, failure of which you will be declared to have defaulted on your loan(s).

You understand that that the term of the loan indicated in the Borrower Promissory Notes is only indicative of the time-frame within which we expect payment from your client and therefore payment of your loans to us. You shall therefore pay us anytime your client pays you for orders or contracts or purchases financed by us or against which we issued you loans. However, the term of your loan as indicated within the Borrower Promissory Note shall not exceed the time-frame and due date of your loan otherwise you will be in Default of the loan.

Where if the loan is not paid within the agreed upon stipulated time; you shall be in Default and be treated as per Section 4.1d.

You agree that Patasente or our assigned third party shall have recourse to you the Borrower to make re-payments to recover that said loan(s) by either but not limited to 1) You issuing us a Debenture settled by debiting your total company revenues as lumpsum or in tranches until the full loan is repaid 2) Restructuring of the said outstanding loan as a new loan with the new principal including interest ( indicated to you by us at such a time ) and a restructuring penalty of 10% of the entire loan amount, and rolled over to be paid within the new agreed upon time-frame and for which a new Borrower Promissory Note and Loan agreement shall be signed 3) Signing a Transfer of Payments Rights from your client to us Patasente for any outstanding loans for which loan has not been paid as a result of delayed payments from your client especially as it concerns financed orders 4) Sale or Liquidation of your Guarantee Notes and any other assets of your business(s) or otherwise 4) Requirement that you present movable or immovable collateral as security for the said outstanding loans and 5) Pursuing any other possible means applicable and permissible to us to recover the said outstanding loan(s).

Your obligations, including your obligation to repay principal and interest, are set forth in the Borrower Promissory Notes and guided by these terms and conditions agreement signed between us and you.

4.1b: Loan Payments. The Principal, interest and fees is to be paid and when to be paid for the loans advanced by Patasente shall be at the start indicated in the Request for Financing/ Factoring Form you fill in and the Borrower Promissory Note that you sign between us and you and the Factor Invoice that we send and you approve.  

You warranty that you will honor the financing and repayment terms indicated in the Borrower Promissory Notes signed between you and us. You warranty that loans advanced against purchase orders and invoices from or to your clients, and for which your client has made payments to your accounts, you will notify us of such payments from your clients and immediately make re-payments to us to clear off your loans whether if the stated payment period from your clients is less and has not exceeded the stated payment period in your Borrower Promissory Note.

You warranty that loans advanced for acquisitions of assets- inventory or otherwise, shall also be immediately repaid as and of when cash is realized from sales of those assets or generated from use of those assets within the period not exceeding the stated payment time in the Borrower Promissory Notes-BPN. Out of their own discretion, Patasente may change the rates from time to time and recall any loans at any time based on prevailing market conditions. You accept that Patasente shall pursue actions including but not limited to actions stated in the clauses stated in 4.1a in case of failure to honor this 4.1b and or failure to repay your loan within the stated period under the agreed upon terms.

4.1b: Payment Mode. You the Borrower shall make loan repayments of both principal, interest and fees in lumpsum or tranches or as stated in the Borrower Promissory Note(s) or any other agreements we may develop or as the Factor Invoice(s) Terms and signed between you or us by either cheque, cash, Electronic Funds Transfer (EFT), Real Time Gross Settlement (RTGS), standing order, bank liens or you the Borrower may authorize Patasente to debit your account(s) automatically subject to any applicable processing fees.

You are responsible for ensuring that all names, account, routing or other similar information provided by you to us to for directing the Loan Funds are accurate and complete. In any case, credit funds shall be put in your Patasente current or credit account, and at your discretion transfer them to any other bank or mobile or other account.  You agree to hold us harmless for any alleged or actual loss, claim, fee or other damage or expense you may suffer related to the failure of the Directed Bank Account you offer us to receive or transfer  such proceeds or funds if such failure was the result (directly or indirectly) of any error in any name, account, routing or other similar information provided by you to us.

You agree that we don’t have any obligation to investigate and confirm the accuracy or completeness of the banking information that you provide us but may out of our own discretion confirm for the said. You further agree that if the loan funds being sent to your account are rejected by the Directed Bank Account you offer us for which to send the funds, we may deliver the loan funds into the designated bank account to satisfy our obligation of the loan delivery.

In all events under this section, interest will begin to accrue as date of issuance of the loan and not upon the actual receipt of proceeds by Borrower or any other designated third-party where the funds transfer has been initiated to your Directed Account and failed for which failure is caused by providing us inaccurate information. If we are unable to deliver loan proceeds to the Directed Account(s) or Borrower’s designated bank account after 14 days from the initial delivery attempt, the loan will be canceled and only in this circumstance will you the Borrower not owe any interest on the loan.

If you the Borrower elects to make loan payments by automatic withdrawal or direct debit to your account, you have the right to stop payment of these automatic withdrawals or revoke prior authorization for automatic withdrawals but only by notifying Patasente Limited of the exercise of its right to stop a payment or revoke authorization for automatic withdrawals no less than fourteen (14) banking days before your next payment due date and only after you have cleared all your outstanding loans-principal, interest and fees that accrue to us. Under no circumstances may revoke these automatic withdraws unless with acceptance from Patasente, for which Patasente shall accept such revocation when all outstanding loans-principal, interest and fees due to Patasente have been fully paid.

If you the Borrower elects to make payments by cheque, you must sign a postdated cheques(s) and leave it at our office to be banked for when the loan is due immediately when the Loan is advanced for every Borrower Promissory Note or any other development instruments and agreements signed between you and us.

 If you the Borrower elects to pay by cash, EFT or RTGS, or standing order at the due date of the said loan, you will secure it with a signed post-dated check or cheque(s) for which you may request Patasente not to bank and return to you when it receives cash from you or confirms to have received the funds from you in the Patasente designated bank account(s). You may also elect to pay through direct debit from your Patasente Wallet or Current Account, for which you will require and instruct that your clients pay you to your Patasente Wallet or Current Account and share with us such confirmation of such instructions. We reserve the right to confirm such instructions or confirmations.

Your payment method and any necessary authorization do not affect your obligation to pay when due all amounts payable on the Borrower Promissory Note(s) or any other instruments whether there are sufficient funds in the applicable deposit account.

The foregoing authorization is in addition to, and not in limitation of, any rights of set off that Patasente may have as indicated in this agreement. All payments are to be applied first to the payment of all fees, expenses and other amounts due (excluding principal and interest), then to accrued interest, and the balance because outstanding principal; provided, however, that after an Event of Default (as defined below), payments will be applied to Borrower’s obligations as Patasente determines in its sole discretion.

4.1c: Guarantee and Performance Fees. As a requirement, for loans exceeding UGX 100,000 advanced in lumpsum by Patasente to you the Borrower, Patasente may retain 5% of the loan value in the Patasente Guarantee Fund for the period of the loan, for which you will be issued Guarantee Note Certificates(s) and returnable to you the Borrower in full principal when such a loan-principal and interest is fully paid back.

You may request to increase your loan amount by this amount in fulfillment of this requirement. Where if you do, your Loan Amount shall include this amount. The principal value of the loan for which interest is charged shall not be affected by such reductions as due to the Guarantee Note Certificates and shall be paid in full as indicated by in the signed Borrower Promissory Notes. For loans below or exceeding UGX 100,000 advanced partially or in lumpsum by Patasente to you the Borrower, for which the Investors or Lenders financing your loan require a partial or full Guarantee in terms of cash, and Patasente elects to offer the partial or full Guarantee to the Investor, Patasente shall charge guarantee fees not exceeding 5% above the stated interest rate in the Borrower Promissory Note, and shall offer a copy of the Guarantee Note Certificate indicating the cash value of the partial or full guarantee offered to the Investor to you the Borrower.

You the Borrower may elect to purchase a Guarantee Note from Patasente to cover the partial or full Guarantee requested by the investor for which a Guarantee Note Certificate shall be issued to you and Patasente shall not charge the said fees. When the loan is fully paid back, Patasente shall return the proceeds realized out of sale of the said Guarantee Notes back to you the Borrower.

For loans exceeding UGX 100,000 advanced partially or in lumpsum by Patasente to you the Borrower, Patasente will charge origination/processing/securitization fees not exceeding 2% of the entire loan amount that is extended to you the Borrower. The principal value of the loan for which interest is charged shall not be affected by such charges and shall be paid in full as indicated by in the Borrower Promissory Notes that you sign.

4.1d Loan Default : You agree that you the Borrower may be deemed in default (each, an “Event of Default”) of Borrower’s obligations under these Terms and Conditions Agreement if you the Borrower: (1) fails to pay timely any amount due on the loan before or by it due date; (2) files or has instituted against it or any joint applicant/co-borrower any bankruptcy or insolvency proceedings 3) make any assignment for the benefit of creditors other than Patasente against expected receivables; (4) commits fraud or makes any material misrepresentation in the Request for Financing Forms and The Borrower Promissory Notes, or in any other documents, applications or related materials delivered to Patasente in connection with its loan and also as per indicated in section of this agreement in section 3.1a (4) fails to abide by the terms of the Borrower Promissory Notes and the Terms and Conditions there withal and we declare you as to be in Default.

Upon the occurrence of an Event of Default, Patasente shall 1) charge you a default penalty fee of 0.5% per day the loan remains in default or unpaid for 15 days and 2) exercise all remedies available under applicable law, including actions and clauses stated in this agreement and in section 4.1a and without limitation demand that you the Borrower immediately pay all Loan amounts owed on the outstanding loans in the Borrower Promissory Notes. Patasente may also elect to report information about the Borrowers Account and any unpaid loans to the National Credit Bureau (s) or pursue any other indicated actions in this agreement.  

Late payments, missed payments, or other defaults on your Borrower account may be reflected in your Borrower’s credit report and will affect your wholesome Credit Rating. You the Borrower agrees to pay all costs of relating to collecting any delinquent payments, including reasonable attorneys’ fees and all other fees indicated in this agreement charged in exercise of this agreement.

4.1e) Loan Term Changes: You the borrower hereby waives demand, notice of non-payment, protest, and all other notices or demands whatsoever, and hereby consents that without notice to and without releasing the liability of any party, the obligations evidenced by the Borrower Promissory Notes that you sign from time to time may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled or released by us Patasente for the purpose of recovering any outstanding loans that you may have with us.

Any changes to the Borrower Promissory Notes must be in writing and agreed to and signed by you the Borrower and us Patasente. Notices will be provided physically to the address that you provide us or electronically to your Borrower’s account, unless you the Borrower has opted out of electronic delivery and then will be mailed to the addresses then on record.

5. Credit Decisions. If you make a loan request, you must fully complete the application by filling in the Request for Financing Form or completing the form online and attaching all the required information or by using a credit card issued to you by us. You warranty that you will truthfully disclose the right information in those Forms and attachments.

You agree that you will bear full responsibility, liability and losses that may result out of providing us inaccurate or untruthful information in the said forms. You warranty that you will use the funds advanced to you to finance your loan requests for which is stated in truth in the Request for Financing Form(s) that you fill in. You acknowledge that we shall verify any information you submit with either by asking for true and complete copies of necessary documentation, by our own investigation, by other proof and or through a third party.

By proceeding with the application, you consent to our use of any third-party to verify any information about, or provided by, you. Failure to timely provide this information can result in your loan application being incomplete and closed by us, furthermore, we may terminate consideration of your financing application at any time in our sole discretion.

6. Limited Power of Attorney Grant; Loan Request, Payment Rights, Cancellation & Closing.

As a condition to receiving a loan from us, you hereby grant to Patasente Limited a limited power of attorney and appoint them and/or their designees as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in all capacities, to 1) complete and execute the Investment Raise from Investors or Lenders and execution of the Loan Agreements developed between us and you and 2) to collect financed loan repayments from you to pay the said investors.

3) To exercise the Transfer of Payments Rights to receive payments from your clients to us to recover outstanding loans exercised in due course of this agreement. This Power of Attorney is limited solely to the purpose described above and will expire automatically upon the termination or after honoring of the terms(s) of Borrower Promissory Notes and any other agreements that we may develop with you.

You may revoke this Power of Attorney by contacting us at info@patasente.com  or calling +256 3923 217281 and closing your account with us; provided, however, if a loan request has been approved you must provide such notice before the loan proceeds/funds are transferred to your Designated Account, before the Loan Agreement and Promissory Note is executed on your behalf and only if you have cleared any outstanding loans with us. Once the Loan Agreement, the Borrower Promissory Note is signed by Patasente Limited or its designee acting as your attorney-in-fact, it is deemed executed on your behalf and shall be your valid and binding obligation thereafter.

You agree and acknowledge that Patasente Limited is an intended third-party beneficiary of this Section 6 for purposes of receiving a loan from us financed by other lenders or investors and to recover payments from your clients to recover outstanding payments that you may have with us.

If you choose to revoke this Power of Attorney prior to execution, we will be unable to proceed with your loan request and your pending loan request will be considered withdrawn, your account closed, and you may be prohibited from posting additional qualifying loan requests in the future in our discretion.

You may cancel your application without any fee or penalty prior to funding of the loan, as long as you provide us with sufficient advance notice to stop the loan funding and that you have not received full or partial funding for a loan request from us.

7. Loan Consummation.

YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT OBLIGATED UNDER THE TERMS OF THE LOAN AGREEMENT AND PROMISSORY NOTE AND THE LOAN TRANSACTION WITH US IS NOT COMPLETED (I.E. CONSUMMATED) UNTIL YOUR ABILITY TO CANCEL YOUR LOAN APPLICATION HAS PASSED. YOU ACKNOWLEDGE THAT WE ARE MATERIALLY RELYING UPON THIS UNDERSTANDING IN UNDERTAKING THE POTENTIAL ISSUANCE OF YOUR LOAN.

9. Servicing by Patasente Limited. You acknowledge and agree that Patasente Limited shall oversee your loan application, approval, financing of the said loan, receipt of client payments and collecting loan repayments from the loans advanced to you until they have been fully repaid. Patasente may delegate this to another entity in its sole discretion without notice.

10. Other Borrower Agreements; Use of Loan Proceeds. You agree that you (A) are a Ugandan Citizen, permanent resident or non-permanent resident alien in the Republic of Uganda on a valid long term visa and B) A Ugandan Registered Company and WILL NOT in connection with your loan request; (i) make any false, misleading or deceptive statements or omissions of fact in your loan application, listing, including but not limited to your loan description; (ii) misrepresent your identity, or describe, present or portray yourself as a person other than yourself; (iii) give to or receive from, or offer or agree to give to or receive from any Patasente member or staff  other person any fee, bonus, additional interest, kickback or thing of value of any kind except in accordance with the terms of your loan; (iv) represent yourself to any person, as a representative, employee, or agent of ours, or purport to speak to any person on our behalf; (v) use any of the loan proceeds to fund any costs not stated in the Request for Financing-RFF Form filled in by you and loan requests submitted to us for example post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous expenses, or room and board and any other that may come to mind; and that you will return any loan funds advanced to you in case the purpose of those funds changes or (vi) use any of the loan proceeds to fund any illegal activity or any other activity or use not otherwise allowed under this Agreement; (vii) use any of the loan proceeds for the purpose of purchasing or carrying any securities; (viii) use the Patasente forms to request or obtain a loan for someone other than yourself. You also explicitly warrant that (ix) that you have all necessary consents, permissions, acknowledgements or agreements from all joint applicant/co-borrower, and we may rely upon this agreement without any investigation or verification. You further acknowledge and agree that we may rely with or without independent verification on the accuracy, authenticity, and completeness of all information you provide to us.

To the extent that we determine, in our sole discretion, that your loan request violates this Terms and Conditions Agreement the Terms of Use or any other agreement entered with us or Patasente, we may terminate your loan request, undertake an early repayment call for any advanced outstanding loans and undertake any actions permissible within this agreement to recover such advanced loans and or cancel this Agreement immediately.

11. Liability of the Borrower and Joint Applicant/Co‐Borrower is Joint and Several. The liability of any joint applicant/co-borrower under this Agreement and under the Loan Agreement and the Borrower Promissory Note to repay all advanced loans is in addition to and not in lieu of the obligations of the primary borrower to repay the loans in full.

You the Borrower and or joint applicant/co-borrower willingly accepts and take on full liability for all the loan(s) and accepts to fully repay them as per this agreement. You also accept full liability to pay the fees, fines or any other incurred fees in case default and in execution of this agreement.

You warrant that you have full powers and or have acquired all the powers to accept, enter into and sign this agreement as the Borrower and the Authorized Directors or the Authorized Signatories on your own behalf or your company, all of you signing and assenting to this agreement as the Borrower. You accept to abide by the terms and conditions of this Agreement and the signed Borrower Promissory Note, the Factor Invoices and any other agreements reached in exercise of agreement.

We and our successors and assigns have sole discretion to proceed, at any time, against both the Borrower and any joint applicant/co-borrower or any other party responsible under this Agreement and referenced in other signed undertakings between us and you to recover all Loan Amounts due in the signed Borrower Promissory Notes, Factor Invoices or any other agreements. Further, we can accept instructions from either you or the joint applicant/co-borrower, and notice can be given to either you or the joint applicant/co-borrower and shall be binding on both and deemed received by all parties.

12. Consent & Privacy. Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from us, our agents, representatives, affiliates, or anyone calling on our behalf, you expressly consent to be contacted by us, our approved- agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes arising out of or relating to your loan and/or account, at any telephone number, or physical or electronic address you provide or at which you may be reached.

You will not act on any transactional request from any of such agents unless with written approval to you from us and agree to be bound by any instructions that you may offer them after such approval. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system and or social media communication channels. Automated messages may be played when the telephone is answered, whether by you or someone else.

You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice, social media messages and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, or numbers we can reasonably associate with your account with information or questions about your application, loan and/or account. You certify, warrant and represent that the telephone numbers that you have provided to us are your contact numbers.

You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number or change your address. Your cellular or mobile telephone provider will charge you per the type of plan you carry. You also agree that we may contact you by e-mail, using any email address you have provided to us or that you provide to us in the future.

13. Assignment; Termination. We may assign this Agreement and the Loan Agreement and Promissory Note, or any of our rights under this Agreement or the Loan Agreement and Promissory Note, in whole or in part at any time. You further understand, acknowledge and agree that Patasente Limited or another third-party may further sell, assign or transfer your Loan Agreement and the Borrower Promissory Note and all associated documents and information related to the and the Loan Agreement and the Borrower Promissory Note without your consent or notice to you. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Agreement to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this section 13 shall be null and void.

We may terminate this Agreement and your ability to make loan requests at any time. If you committed fraud or made a misrepresentation in connection with your account opening process at Patasente, or registration on the Site or any application or request for a loan, performed any prohibited activity, or otherwise failed to abide by the terms and conditions of this Agreement, we will have all remedies and exercise all actions authorized or permitted by this Agreement consented to by you and us by you signing the agreement and any other applicable law(s).

14. Entire Agreement. This Agreement, The Borrower Promissory Note, Factor Invoice and any Loan Agreement  that may be agreed for a loan as a consequence of this agreement, represent the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between us with respect to your loan request and loan.

15. Electronic Transactions. THIS AGREEMENT IS FULLY SUBJECT TO YOUR CONSENT TO PHYSICAL SIGNATURES, ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE TERMS OF USE AT PATASENTE. YOU ACCEPT THAT BY OPENING OR ACTICATING A PATASENTE CREDIT ACCOUNT, VIA EITHER OUR WEBSITE OR MOBILE APPLICATIONS, YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEEMENT TERMS AND CONDITIONS AND AGREED TO BE BOUND BY THEM.

16. Notices. All notices and other communications to you hereunder may be given by email to your registered email address or posted on the Site and shall be deemed to have been duly given and effective upon transmission. You acknowledge that you have control of such email account and your area on the Site and that communications from us may contain sensitive, confidential, and collections‐related communications. If your registered email address changes, you must notify Patasente Limited of the change by sending an email to info@patasente.com  or calling +256 393 217281. You also agree to update your registered residence address and telephone number by visiting our offices to undertake such changes and on the Site if they change.

17. NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

18. LIMITATION ON LIABILITY. IN NO EVENT, SHALL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN THE EXECUTION OF THESE TERMS AND CONDITIONS AGREEMENT. FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON YOUR FOREIGN OR LOCAL TAX LIABILITY.

19. Choice of Law. We are in the Republic of Uganda and this Agreement is entered into in the Republic of Uganda. The provisions of this Agreement will be governed by the laws of the Republic of Uganda to the extent not preempted, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.

20. Miscellaneous. The parties acknowledge that there are no third-party beneficiaries to this Agreement (other than Patasente Limited and you the Borrower). Any waiver of a breach of any provision of this Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. We may out of our own discretion enforce any term or condition of this agreement at any time. If at any time after the date of this Agreement, any of the provisions of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Agreement. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.

21. Arbitration. Either party to this Terms and Conditions Agreement, or any subsequent holder, may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section 21 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us and/or any subsequent holder (or persons claiming through or connected with us and/or the subsequent holders), on the other hand, relating to or arising out of this Agreement, any Loan Agreement and Borrower Promissory Note(s), the Patasente website, and/or the activities or relationships that involve, lead to, or result from any of the foregoing. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise.

Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable…THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UNLESS AFTER UPON ELECTION OF ARBITRATION BY ANY PARTY AND FAILURE TO RESOLVE THROUGH ARBITRATION.

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Borrower Authorized Signatory 1;

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Witness

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