Terms of Service

These Terms of Service reflect the TRIPESA INC works, the laws that apply to our company
and they help define Tripesa’s relationship with you as you interact with our platform.
These Terms and Conditions of Use (the “Terms of Use”) apply to the Tripesa and all its associated
sites, its subsidiaries and affiliates, including around the world. The Site and platforms are the
property of Tripesa Inc. (“Tripesa”). BY USING THE PLATFORM, YOU AGREE TO THESE TERMS

    1.1. TRIPESA INC. a Company Incorporated in the state of Delaware with its registered
    address located at 8 The Green, Ste A. In the City of Dover County o of Kent Zip code
    19901 with its subsidiaries in the Republic of Uganda and Kenya.
    1.2. Tripesa is a Payments First Business Process Management digital Platform and an
    automated tourism and hospitality value chain. Tripesa users are able to get an online
    presence and sell online, to build custom no-code eCommerce websites and digital
    itineraries, accept and manage bookings and payments, and settle suppliers and
    partners across the value chain on the platform.
    1.3. Tripesa works involve a multi sectoral approach which entails actual engagement
    with individuals, companies, enterprises, Banks, Ministerial and development
    agencies, regulatory bodies and government institutions.
    “Bank” means the financial institution.
    “API” means Application Program Interface belonging to Tripesa.inc for the
    purpose of providing the Services;
    “Card Payments” means a payment made by a customer via VISA, Mastercard,
    and any other card scheme approved by Tripesa and its clients
    “Confidential Information” means all information relating to the Disclosing Party
    which is obtained, whether in writing, pictorially, in machine readable form or
    orally or by observation in connection with this Agreement, including but without
    limitation, financial information, know- how, processes, ideas, intellectual property
    (irrespective of its registrability or patentability status), schematics, trade secrets,
    technology, customer list (potential or actual) and other customer-related
    information, sales statistics, market, market intelligence, marketing and other
    business strategies and other commercial information of a confidential nature but
    does not include information which is known to the Receiving Party without any
    limitation or restriction on use or disclosure before receipt of such information from
    or on behalf of the disclosing party or becomes publicly available, other than as a
    breach of this Agreement, or becomes lawfully available to the Receiving Party from
    a third party free from any confidentiality restriction or any information required to
    be disclosed under any relevant law or any binding judgment or order of court or
    arbitration tribunal or any stock exchange regulations or under direction from any
    relevant regulatory authority;
    “Customers” means the platform users merchants and sub-aggregators;
    “Disclosing Party” means any one of the Parties under this Agreement who
    discloses Confidential Information to another person other than the Parties to this
    “Escrow account” is an account designed to hold funds temporarily in safekeeping
    “Market” means introduce and promote adoption of the platform to client’s
    “Mobile Money Services” means the money transactions facilitated by mobile
    telephone networks and services provided by the networks.
    “Payment Gateway” means the e-commerce service that authorizes payments for
    merchants; “Payment Solutions” means the service offered by the client
    “Receiving Party” means any person receiving Confidential Information from a
    Party under this Agreement;
    “Territory” means the Republic of Uganda; and
    In this Agreement, a reference to:
    i. A document in the “agreed form” is a reference to a document in a form approved
    and for the purposes of identification signed by or on behalf of the parties;
    ii. A statutory provision includes a reference to: The statutory provision as modified
    from time to time (whether before or after the date of this Agreement) and
    iii. A person includes a reference to any individual, body corporate, unincorporated
    association or partnership; and in the case of an individual, to that person’s legal
    personal representatives, successors or assigns;
    iv. A clause or annex is, unless the context otherwise requires, a reference to a clause
    or annexto this Agreement; clauses shall be construed as references to clauses of
    this Agreement;
    v. All references to the singular shall include the plural and vice versa;
    vi. One gender shall include all other genders;
    vii. The words “including” and “in particular” shall be deemed to be followed by the
    expression “(but not limited to)”;
    viii. An account means an account and any sub-accounts of that account and as each
    may be substituted, renewed, re-designated, replaced or renumbered;
    ix. “Determination” means a determination made in the absolute discretion of the
    person making the determination;
    x. The clause headings in the Agreement have been inserted for convenience only
    and shall not be taken into account in its interpretation. Words and expressions
    defined in any sub-clause, shall for the purposes of the clauses of which the subclause forms a part, bear the meaning assigned to such words and expressions in
    that sub-clause;
    xi. If any definition is a substantive provision conferring rights or imposing
    obligations on any party, effect shall be given to it as if it were a substantive clause
    in the body of the Agreement, notwithstanding that it is only contained in the
    interpretation clause;
    xii. If any period is referred to in this Agreement by way of reference to a number of
    days, the days shall be reckoned exclusively of the first and exclusively of the last
    day except the last day falls on a Saturday, Sunday or public holiday; and
    xiii.Any payment which is due to be made under this Agreement which falls on a day
    which is not a Business Day, shall be made on the first Business Day thereafter,
    except if it falls in the next month, in which case it shall be made on the previous
    Business Day.
    xiv.A person who is not a party to this Agreement has no right to enforce any term of
    this Agreement.
    xv. The Annexes/Schedules form part of this Agreement and shall have the same
    force and effect as if set out in the body of this Agreement and references to this
    Agreement include the Annexes.
    3.1.Use of the TRIPESA Inc. Platform only creates a relationship of collaboration for
    the single purpose of the business and the services that are offered by TRIPESA.
    3.2.This agreement shall not in any way constitute or create a partnership of joint
    venture between the parties neither does the same create an employer-employee
    relationship or an agency.
  4. TRIPESA reserves the right, at its sole discretion, to change, modify, add or remove portions
    of these Terms of Use, at any time AND it is the responsibility of any platform user to check
    these Terms of Use periodically for changes. The continued use of the Site following the
    posting of changes will mean that the changes are accepted and agreed to.
    5.1.All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos,
    sounds, music, artwork and computer code (collectively, “Content”), including but not
    limited to the design, structure, selection, coordination, expression, “look and feel” and
    arrangement of such Content, contained on the Site is owned, controlled or licensed by
    or to Tripesa Inc.
    5.2.Use of TRIPESA shall not constitute a transfer or assignment of any Intellectual
    Property Rights owned or otherwise controlled by Tripesa and Tripesa hereby
    retains all of its rights, title and interest in such Intellectual Property Rights.
    5.3.All Intellectual Property Rights in orrelated to the platform are and will remain the
    exclusive property of TRIPESA INC, whether or not specifically recognized or
    perfected under the laws of the jurisdiction in which the platform is used or
    licensed. Any other party using the property of TRIPESA shall not take any action
    that jeopardizes Tripesa’s proprietary rights or acquire any right in the platform, or
    the Confidential Information, as defined herein.
    5.4.Unless otherwise agreed on a case-by-case basis, TRIPESA will own all rights in
    any copy, translation, modification, adaptation or derivation of the platform or
    other items of Confidential Information, including any improvement or
    development thereof.
    Subject to the terms and conditions herein contained, TRIPESA INC hereby grants a
    personal, non-exclusive, non-transferable, limited privilege to enter and use its platform to
    channel its customers and business through its platform.
  7. TRIPESA INC has created a platform that offers;
    7.1.online visibility
    7.2. a no-code website and/or itinerary
    7.3. a bookings and inquiries platform
    7.4.Tourism product distribution to 3rd party online travel agencies, social
    media, and user websites.
    7.5.Payments online, record offline payments, foreign exchange and supplier
    7.6.Storage of business records on Tripesa.
    7.7.technology support to the Client technology on a discretionary basis
    7.8.post-implementation support.
    7.9. joint product designs for the clients.
    8.1.Turn the tripesa platform into the preferred method to route clients, business,
    payments and commercial activity.
    8.2.Respond to all chargeback / disputed transactions enquiries with sufficient
    proof and evidence of transactions within 24 hours of receipt of such.
    8.3.Provide the full scope of future plans
    8.4.Take full and sole responsibility and liability for the Know-Your- Customer
    (KYC) and Know-Your-Customer Business (KYB) details of all clients
    introduced to the Platform and that in the event of fraud the Client shall at the
    request of Tripesa irrevocably and unconditionally indemnify and defend
    Tripesa and/or pay any damages, charges, fees and/or costs awarded against
    Tripesa in a resulting final judgment (including reasonable legal fees) arising
    out of or resulting from any claim, action or demand.
    8.5.Put in place appropriate security measures to monitor, control and prevent
    Fraud on their Platform.
    8.6.Not attempt to gain unauthorized access to any portion or feature of the platform,
    or any other systems or networks connected to the platform or to any Tripesa server
    server, or to any of the services offered on or through the platform, by hacking,
    password “mining” or any other illegitimate means.
    8.7.Not probe, scan or test the vulnerability of the platform or any network connected
    to the platform, nor breach the security or authentication measures on the platform
    or any network connected to the platform.
    8.8.Not reverse look-up, trace or seek to trace any information on any other user of or
    visitor to the platform, or any other customer of Tripesa, including any account not
    owned by the user, to its source, or exploit the Site or any service or information
    made available or offered by or through the platform, in any way where the purpose
    is to reveal any information, including but not limited to personal identification or
    information, other than own information, as provided for by the platform.
    8.9.Not to take any action that imposes an unreasonable or disproportionately large
    load on the infrastructure of the platform, it’s systems or networks, or any systems
    or networks connected to the Tripesa Site or platform.
    8.10. You agree not to use any device, software or routine to interfere or attempt to
    interfere with the proper working of the platform or any transaction being
    conducted on the platform or with any other person’s use of the platform.
    8.11. Not to forge headers or otherwise manipulate identifiers in order to disguise the
    origin of any message or transmittal sent.
    8.12. Not pretend to be someone else, or impersonate any other individual or entity.
  9. Tripesa has the unconditional and absolute right to;
    a) Send the settled transactions received from the Client to the issuing
    banks/authorities concerned for the purpose of checking and in case of objection
    and/or opposition on the executed transactions by the issuing Bank or the
    authorities concerned for any reason, Tripesa shall not be bound to pay the Client
    the transaction amount during the period contained in this agreement.
    b) Suspend, withhold or refuse payment to the Client in the event that Tripesa has
    reasonable grounds to suspect fraud in respect of any transaction;
    c) set-off against any funds, amounts or claims belonging to the Client or to guarantee
    any amounts due to Tripesa Inc from the Client.
  10. The Client hereby consents to Tripesa holding cleared funds in an escrow account
    until such a time as may be required for the settlement of dues.
  11. The funds will be kept in a duly licensed financial institution appointed and Tripesa
    may at the time of disbursement of the funds to Client’s nominated bank account,
    deduct lawful charges or claims that may be due prior to thedisbursement.
  12. Tripesa shall in no way at the time of disbursement to the Client, be liable for any
    accrued interest at the time of holding the said funds.
    13.1. The client shall not submit to the Tripesa Platform any transaction that the client
    and its customers either knows is, or should have known was, illegal or
    13.2. The Parties warrant that they are duly registered and licensed, and have the full
    capacity, regulatory approvals and corporate authorisation to enter into this
    Agreement and discharge the obligations and responsibilities created herein.
    13.3. The Parties further warrant that no element of this transaction constitutes a
    breach of any existing law, regulation, patent, copyright, or other intellectual
    property in its country or countries of domicile and operation.
    13.4. The Parties warrant that in the case of any third-party software used in respect
    of this Agreement, that they have the required licence and the right to grant a sublicence to use such third-party software.
    13.5. The Client warrants it will conduct appropriate customer due diligence using a
    risk-based approach on all customers.
    13.6. The Client warrants to keep records of customers’ identification evidence
    obtained for at least five (5) years from the end of the business relationship.
    13.7. The client shall keep Tripesa Inc. indemnified against all actions, claims,
    proceedings and all legal cost or other expenses arising out of any breach of the
    above warranties or out of any claim by a third party based on any facts which if
    substantiated would constitute such a breach or a breach of other relevant legal
    or contractual duty.
    13.8. TRIPESA Inc. neither warrants that the use of the platform or the operation
    thereof will be uninterrupted nor error free, however, TRIPESA warrants that it
    shall use its best endeavours to ensure that the platform functions optimally at
    all times and within generally accepted industry standards during the term of
    this Agreement.
    13.9. TRIPESA INC makes no express or implied representations or warranties with
    respect to the platform and related services or their condition, merchantability,
    fitness for any particular purpose or use by the Client orthe Client’s customers.
  14. Certain features or services offered may require an account (including setting up an ID and
    password). The user is entirely responsible for maintaining the confidentiality of the
    information on this account, including the password, and for any and all activity that occurs
    on this account as a result of any such user omissions. The user may be held liable for losses
    incurred Tripesa or any other user of or visitor to the platform due to someone else using
    such ID, password or account as a result of unsecured user information.
  15. Privacy
    By using the platform you acknowledge and agree that Internet transmissions are never
    completely private or secure. You understand that any message or information you send to
    the Site may be read or intercepted by others, even if there is a special notice that a particular
    transmission (for example, credit card information) is encrypted.
    16.1. In no event shall TRIPESA be liable to the Client in excess of any amount that has
    accrued from transactions emanating by virtue of use of the TRIPESA platform.
    16.2. No liability shall be raised against TRIPESA INC more than two (2) years after the accrual of the cause of such liability therefore. It is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of TRIPESA INC.
    16.3. TRIPESA INC will not be liable for the actions or inactions of any third party not acting on the instructions of TRIPESA INC neither will it be liable for the actions or inactions not directly traceable to it.
    Any rights benefits or obligations created herein are non-assignable and neither can
    the same be transferred in whole orin part without the prior written consent of TRIPESA
    Inc. but shall be binding upon and inure to the benefit of each of the parties and, where
    so permitted, their assigns or other transferees

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