Terms and Conditions of Service

1. About these Terms

1.1These Terms and Conditions of Service ("Terms") govern access to and use of the System.

1.2The System is provided by XenFi Systems Limited ("XenFi", "we", "us" or "our"), Plot 30 Bukoto Street, Kampala, Uganda.

1.3These Terms become binding when you register an Account, click an acceptance button, sign an order or onboarding form, or continue to access or use the System after being given reasonable access to these Terms.

1.4Our Privacy Policy, the Fees Page, any accepted order form, any applicable service schedule and any written special terms form part of the agreement. If there is a conflict, a signed special term or order form prevails only for the subject it expressly covers.

1.5If you take part in the XenFi Partner Program, the Partner Program Terms also apply, and they govern the Partner Program where they differ from these Terms.

2. Definitions

In these Terms, the following words have these meanings:

Account

the Customer's registered profile through which the System is accessed.

Agent

a person authorised by the Customer to sell vouchers, receive instructions or perform permitted activities in connection with a Hotspot.

Authorised User

an employee, contractor, agent or other person whom the Customer permits to access its Account.

Balance

money collected through the System for the Customer and recorded in the Account, pending settlement, withdrawal or deduction of charges.

Customer

the person or entity that registers for or uses the System, also called the Hotspot Owner, you or your.

End User

a person who purchases, receives or uses internet access managed through the System.

Fees Page

the published schedule of XenFi charges at xenfi.net/fees, as updated under these Terms.

Hotspot

a Wi-Fi or related network location configured to use the System.

Partner

an independent member of the XenFi Partner Program who introduces customers to XenFi.

Payment Provider

a mobile money operator, bank, payment gateway, aggregator or other third party that processes or settles a Transaction.

System

the XenFi billing, hotspot management, voucher, payment integration, reporting, remote support and related services, including websites, dashboards, apps and APIs.

Transaction

a payment, voucher sale, commission, withdrawal, disbursement, adjustment or related entry recorded through the System.

3. Eligibility, registration and account security

3.1You must provide accurate, current and complete registration information and promptly update it when it changes.

3.2You must be at least 18 years old and, where you act for an organisation, be authorised to operate the relevant business and accept these Terms.

3.3XenFi may ask you to verify your identity, your business or your authority to operate at any time, including before enabling withdrawals, and may decline or close a registration that cannot be verified.

3.4You are responsible for safeguarding passwords, one-time passwords, API credentials, router credentials and recovery information. You must not share credentials except with properly authorised personnel who require access.

3.5You are responsible for activities performed through your Account by Authorised Users, Agents and other persons to whom you give access, except to the extent that loss is directly caused by XenFi's proven fraud, wilful misconduct or failure to apply legally required security safeguards.

3.6You must notify XenFi immediately through an official support channel if you suspect unauthorised access, compromised credentials, fraud or a security incident.

4. Service licence and scope

4.1Subject to these Terms, XenFi grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the System for the Customer's lawful internal business operations.

4.2Depending on configuration and plan, the System may support hotspot access, electronic and printed vouchers, transaction recording, mobile money integration, disbursement requests, customer or agent administration, SMS, reporting, remote troubleshooting and related features.

4.3XenFi provides billing and network management software. Unless expressly agreed in writing, XenFi is not the Customer's internet service provider, mobile money operator, bank, telecommunications licensee or owner of the Customer's hardware.

4.4A Balance is a record of money collected for the Customer and awaiting settlement. It is not a deposit or savings account, does not earn interest, and is not protected by any deposit insurance scheme.

4.5Features may depend on compatible routers, internet connectivity, Payment Providers and third-party services. XenFi may improve or replace features, provided that it does not materially remove the core paid service without reasonable notice.

5. Charges and settlement

5.1The following charges apply to Customers in Uganda on the pay-as-you-go (Growth) plan:

5.2Charges for other countries, and for plans on which the Customer uses its own payment gateway and pays a monthly licence, are published on the Fees Page and shown in the Account. The plan and charges shown in the Account at the time of a Transaction apply to it.

5.3The System may calculate and record charges, commissions and deductions automatically. The Transaction record displayed in the Account is the initial basis for reconciliation, subject to correction of a verified error.

5.4Charges apply when withdrawing or disbursing Customer funds. Minimum and maximum withdrawal amounts for each method are shown in the Account. A request outside those limits, or outside a listed band, may be rejected, divided into permitted requests, or handled under separately disclosed terms accepted before processing.

5.5Any tax imposed by law will be handled in accordance with applicable tax requirements. Third-party mobile money, bank, telecommunications or payment gateway charges are separate unless the System expressly states that they are included.

5.6XenFi may deduct its charges, and any other amount the Customer owes XenFi under these Terms, from payments it collects or settles for the Customer or from the Customer's Balance.

5.7Where charges cannot be collected from a Balance, including charges accrued on an overdraft or an unpaid invoice, the Customer must pay them when due. XenFi may limit or suspend features under clause 17 until an undisputed overdue amount is settled.

5.8XenFi may change its charges by giving reasonable prior notice through the System, the Fees Page or an official communication channel, and by obtaining acceptance where required by law. A change will not apply retrospectively to a completed Transaction.

6. Payments, withdrawals, disbursements and reversals

6.1You must verify the recipient name, telephone number, account number, amount and other payment instructions before authorising a Transaction.

6.2XenFi is not liable for money sent to a wrong number or account because of incorrect information supplied or approved by the Customer, an Authorised User or an Agent. XenFi will, upon timely written notice, make reasonable efforts to assist with tracing or requesting reversal, but recovery is not guaranteed.

6.3A cancellation, reversal, refund or chargeback is subject to Transaction status, available Balances, applicable law and the rules and technical capabilities of the relevant Payment Provider. XenFi cannot guarantee that a completed Transaction will be reversed.

6.4Where a Payment Provider reverses, recalls or charges back a payment already credited to the Customer, XenFi may recover the amount and any related charge from the Customer's Balance or future settlements.

6.5Disbursement times are estimates unless XenFi expressly confirms otherwise in writing. Delays may arise from verification, insufficient balance, system maintenance, telecommunications failures, compliance checks, Payment Provider processes, public holidays or events outside XenFi's reasonable control.

6.6XenFi may hold, reject or request additional verification for a Transaction or withdrawal reasonably suspected to involve fraud, error, unauthorised access, money laundering, sanctions exposure, illegality or a breach of these Terms, for as long as reasonably needed to investigate or as the law requires.

6.7You must report a disputed or incorrect Transaction through an official support channel as soon as possible, and in any event within 30 days of the Transaction, with the Transaction reference, date, amount, recipient details and supporting evidence. XenFi may be unable to investigate or recover a Transaction reported later.

7. Transaction history and records

7.1The System provides a history of Transactions, including recorded disbursements, commissions and transaction charges.

7.2You must review Account records regularly and report discrepancies promptly. XenFi may correct duplicate, inaccurate or technically erroneous entries after investigation and will retain an audit record where reasonably practicable.

7.3Records may be retained for operational, accounting, fraud prevention, dispute and legal compliance purposes in accordance with the Privacy Policy and applicable law.

7.4You are responsible for keeping any additional financial, tax, subscriber and regulatory records required for your business.

8. Customer, hotspot owner and agent responsibilities

8.1You are responsible for:

• obtaining lawful internet connectivity and any licence, authorisation or contractual permission required to operate or resell public internet access;
• setting accurate packages, prices, speeds, durations, data limits and other service conditions presented to End Users;
• ensuring that Agents and Authorised Users act within their authority and comply with these Terms;
• providing End Users with accurate contact, complaint, refund, privacy and service information;
• maintaining adequate funds, compatible equipment, power, connectivity and security controls; and
• complying with applicable tax, consumer protection, telecommunications, data protection and payment requirements.

8.2XenFi is not responsible for withdrawals or changes validly initiated by a person whom you authorised, or for an Account created or operated through a third party with your authority. This does not limit XenFi's responsibility for its own proven fraud, wilful misconduct or legal breach.

8.3The relationship between the Customer and its End Users and Agents is the Customer's own. XenFi is not a party to it and is not responsible for the Customer's service to End Users or for payments the Customer owes its Agents.

9. Acceptable use

9.1You must not use, or permit the System to be used, to:

• overcharge, double-bill, misrepresent fees, manipulate records or collect payment for a service not provided;
• commit fraud, theft, money laundering, unlawful surveillance or another illegal act, or collect payments for unlawful goods or services;
• provide public internet access without required authorisation or contrary to lawful instructions of a regulator or licensed provider;
• access another person's account, router, data or network without authority;
• introduce malware, interfere with system integrity, evade security controls, conduct unauthorised security testing or overload the System;
• copy, resell, sublicense, reverse engineer or create derivative works from the System except where expressly permitted by law or written agreement;
• send spam or unlawful messages to End Users or anyone else, including through the System's SMS features;
• infringe intellectual property, privacy, consumer or other third-party rights; or
• use the System in a manner that materially harms XenFi, other customers, End Users or third-party services.

9.2A breach of this clause may lead to suspension under clause 17 or termination under clause 18, and XenFi may report unlawful activity to the relevant authorities.

10. Hardware, network configuration and third parties

10.1The Customer is responsible for acquiring, installing, powering, securing and maintaining its routers, access points, cabling, servers, power equipment and internet connection unless a separate written agreement states otherwise.

10.2XenFi is not liable for loss caused by faulty, incompatible, tampered or incorrectly configured hardware, or by networking problems outside XenFi's control.

10.3Payment Providers, internet providers, mobile operators, equipment vendors, messaging services and other integrations are independent third parties. Their downtime, rejected transactions, delayed settlements, changed interfaces or acts are not XenFi's breach unless XenFi directly caused the problem through its own failure.

10.4The Customer must test its Hotspot, packages, payment flow and End User experience before commercial launch and after material configuration changes.

11. Support and remote access

11.1Assistance is provided through the official written support channels or service centre contacts communicated by XenFi. The Customer should provide sufficient details, logs, screenshots and authorised access needed to investigate.

11.2Resolution time depends on severity, complexity, Customer cooperation, availability of access and third-party dependencies. Unless agreed in a separate service level agreement, an estimated response or resolution time is not a guarantee.

11.3XenFi may use AnyDesk or another approved remote support tool only with the Customer's consent, for troubleshooting, setup or authorised maintenance.

11.4Remote access must be limited to the authorised purpose and session. XenFi personnel must not intentionally access unrelated information, and the Customer may end the session at any time. The Customer should not send passwords, OTPs, payment PINs or recovery codes through ordinary support messages. XenFi staff will never ask for them.

12. Availability, maintenance and changes

12.1XenFi will use reasonable skill and care to operate and maintain the System but does not guarantee uninterrupted or error-free availability.

12.2XenFi may perform planned or emergency maintenance, security work, upgrades and repairs. Where reasonably practicable, notice of material planned interruption will be provided through the System or an official communication channel.

12.3XenFi may introduce, improve, replace or retire non-core features. Material changes that adversely affect a paid core service will be communicated reasonably in advance where practicable.

12.4Feature suggestions do not create an obligation to develop or release a feature. Custom development, integration or configuration requires a separate written scope, price and delivery arrangement.

13. XenFi partners

13.1XenFi runs a Partner Program in which independent Partners introduce new customers to XenFi and help existing ones use it well.

13.2Partners are not XenFi employees or agents. A Partner cannot change XenFi's charges, make promises or sign agreements on XenFi's behalf, and XenFi is not responsible for a Partner's statements or conduct beyond what these Terms provide.

13.3A Customer introduced by a Partner pays the same charges as any other Customer. A Partner must not charge the Customer for XenFi, collect payments meant for XenFi, or ask for passwords, OTPs or PINs. The Customer should report any Partner who does.

13.4The Partner linked to an Account may see limited information about the Customer's business, as described in the Privacy Policy. XenFi may contact the Customer to confirm whether a Partner introduced it, and the Customer should confirm only a Partner it actually worked with.

13.5Which Partner, if any, is linked to an Account is decided by XenFi's records and can only be changed by XenFi.

14. Data protection and privacy

14.1Each party must comply with the data protection laws that apply to it, including Uganda's Data Protection and Privacy Act, 2019 and the Data Protection and Privacy Regulations, 2021, Kenya's Data Protection Act, 2019, and the laws of any other country in which the Customer operates.

14.2The Customer is responsible for determining what End User data it collects through its Hotspot, providing a clear privacy notice, identifying a lawful basis, obtaining valid consent where required and responding to data subject requests.

14.3Where XenFi processes personal data on the Customer's documented instructions to provide the System, the Customer acts as data controller and XenFi acts as data processor, unless the law or the factual processing arrangement requires a different classification.

14.4XenFi may process Account, contact, Transaction, device, usage, security and support information as necessary to provide, secure, improve and lawfully administer the System, to prevent fraud, and to run the Partner Program, as further explained in the Privacy Policy.

14.5XenFi will apply reasonable technical and organisational safeguards appropriate to the nature of the information and risks. No electronic system can be guaranteed completely secure.

14.6Personal data will be retained only for as long as reasonably required for the stated purpose or by law, then deleted, anonymised or securely restricted. Data may be shared with vetted providers where necessary for hosting, payments, messaging, support or compliance, subject to appropriate safeguards.

14.7The Customer must not collect unnecessary sensitive personal data, unlawfully track End Users, or use Transaction or device identifiers for unrelated purposes.

15. Confidentiality

15.1Each party must protect the other party's non-public technical, commercial, security and business information using at least reasonable care and use it only to perform or receive the services.

15.2Confidentiality does not cover information that is public without breach, was lawfully known, is independently developed, or is lawfully obtained without restriction.

15.3A party may disclose information where required by law or a competent authority, and should give prior notice where legally permitted.

16. Intellectual property and feedback

16.1XenFi and its licensors retain ownership of the System, software, interfaces, documentation, branding, updates and related intellectual property. No ownership transfers to the Customer.

16.2The Customer retains ownership of its business content and data, subject to the limited rights XenFi requires to host, process, secure, transmit and display them for the service.

16.3The Customer may not use XenFi's name or logo in a way that suggests XenFi endorses or operates the Customer's service, beyond the XenFi branding the System itself displays.

16.4If the Customer provides feedback, XenFi may use it without payment or restriction, provided that XenFi does not disclose the Customer's confidential information.

17. Suspension

17.1XenFi may suspend or limit all or part of the Account, including withdrawals, where reasonably necessary because of:

• suspected fraud, unlawful activity, misuse or unauthorised access;
• a material security threat to XenFi, the Customer, End Users or a third party;
• failure to pay an undisputed amount when due;
• a legal, regulatory, court or Payment Provider requirement;
• material breach of these Terms; or
• an emergency affecting service integrity.

17.2Where lawful and reasonably practicable, XenFi will provide notice and an opportunity to remedy the issue. Immediate suspension may occur where delay could increase harm, illegality or security risk.

17.3XenFi will restore access after the cause has been satisfactorily resolved, subject to technical and legal requirements.

18. Termination and account closure

18.1The Customer may close its Account at any time through the System or an official support channel, subject to any separately agreed minimum term and outstanding obligations.

18.2XenFi may end the agreement for any reason by giving the Customer at least 30 days' written notice.

18.3XenFi may terminate immediately for serious or repeated breach, fraud, illegal use, threat to system security, insolvency, a requirement of law or a Payment Provider, or failure to cure a remediable material breach within a reasonable period after notice.

18.4XenFi may close an Account that has had no activity for 12 months and holds no Balance, after giving notice to its registered contact details.

18.5On termination, the Customer's right to use the System ends. Accrued charges, valid commissions, completed Transactions, confidentiality, intellectual property, liability, indemnity, dispute and record retention provisions survive as applicable.

18.6Subject to law, security, investigation and settlement requirements, XenFi will provide a reasonable process for payment of an undisputed available Balance and export of available Customer records. Applicable withdrawal and disbursement charges remain payable, and amounts the Customer owes XenFi may be deducted first.

19. Refunds and corrections

19.1Transaction and withdrawal charges properly incurred for a completed service are non-refundable except where required by law, expressly agreed in writing, or shown to have resulted from a verified XenFi billing error.

19.2A refund to an End User for internet service quality, package configuration, expiry, speed or availability is primarily the responsibility of the Hotspot Owner unless the loss was directly caused by a verified XenFi system error.

19.3Approved refunds or corrections may be offset against amounts payable, returned through the original channel where available, or processed through another lawful method.

20. Warranties and disclaimers

20.1XenFi will provide the System with reasonable skill and care, subject to these Terms.

20.2Except for rights and warranties that cannot lawfully be excluded, the System is provided on an "as available" basis. XenFi does not warrant that every feature will meet every business requirement, that the System will be continuously available, that it will produce any level of revenue, or that third-party services will operate without interruption.

20.3Nothing in these Terms excludes statutory rights or remedies that applicable Ugandan law does not permit the parties to exclude.

21. Limitation of liability

21.1To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, including loss of expected profit, goodwill or opportunity, where that loss was not reasonably foreseeable as a direct result of the breach.

21.2XenFi is not liable for losses caused by incorrect Customer instructions, Authorised User or Agent actions, End User conduct, faulty hardware, internet failure, Payment Provider failure, unlawful hotspot operation, or another event outside XenFi's reasonable control.

21.3Unless a signed service schedule states a different cap, XenFi's total liability for all claims arising from the System in any 12-month period is limited to the charges the Customer paid XenFi in the three months before the event giving rise to the claim. This cap does not reduce XenFi's obligation to pay the Customer an undisputed available Balance.

21.4Nothing limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or data protection obligations where limitation is prohibited, or another liability that cannot lawfully be limited.

22. Indemnity

22.1The Customer will indemnify XenFi against third-party claims, regulatory penalties, chargebacks and reasonable costs, including legal fees, arising directly from the Customer's fraud, unlawful billing, unauthorised public internet operation, illegal content, infringement, breach of privacy obligations, disputes with its End Users or Agents, or misuse of the System.

22.2XenFi will promptly notify the Customer of a material claim, allow reasonable participation in the defence and not agree to an admission on the Customer's behalf without consent. The indemnity does not apply to the extent that XenFi caused the claim through its own breach, fraud or wilful misconduct.

23. Complaints and dispute resolution

23.1Complaints must be submitted through an official XenFi support or service centre channel and should include the Account name, contact details, Transaction reference, issue description and supporting evidence.

23.2XenFi will investigate in good faith, may request further information and will communicate the outcome or next step through an official channel.

23.3The parties must first attempt in good faith to resolve a dispute through authorised representatives. If the dispute is not resolved within 30 days, either party may pursue mediation or another mutually agreed process before commencing court proceedings, except where urgent interim relief is required.

23.4These Terms do not prevent a Customer or End User from approaching a competent regulator, data protection authority, court or other body where the law permits.

24. Governing law and jurisdiction

24.1These Terms are governed by the laws of the Republic of Uganda.

24.2Subject to clause 23, the courts of competent jurisdiction in Uganda have authority to determine disputes arising from these Terms.

24.3Where the Customer operates outside Uganda, mandatory laws of that country that cannot be excluded by agreement continue to apply.

25. Changes to these Terms

25.1XenFi may update these Terms to reflect service, legal, security or operational changes. The revised version will state the date it was last updated.

25.2XenFi will provide reasonable notice of a material change through the System or an official communication channel. Continued use after the change takes effect constitutes acceptance where permitted by law. A Customer who does not accept a change may close its Account under clause 18.1.

25.3A change will not retrospectively alter a completed Transaction or remove a right already accrued unless required by law or expressly agreed.

26. General provisions

26.1Neither party is responsible for delay caused by events beyond its reasonable control, such as power or internet outages, failures of Payment Providers or mobile networks, natural disasters, civil unrest or government action, provided that it takes reasonable steps to reduce the impact. This does not excuse an obligation to pay money that is due.

26.2The Customer may not assign the agreement without XenFi's written consent. XenFi may assign it as part of a genuine restructuring, merger or transfer of the System, subject to continued protection of the Customer's rights.

26.3If a provision is invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary, and the remaining provisions continue.

26.4Failure to enforce a provision immediately is not a waiver. A waiver must be clear and applies only to the specific matter.

26.5These Terms and the documents they incorporate form the entire agreement concerning the System and replace earlier general terms on the same subject, without cancelling accrued rights or a signed special agreement.

26.6Notices may be delivered electronically to the registered contact details, displayed within the System, or sent through another official channel reasonably designated by XenFi. Electronic acceptance and electronic records have the same effect as signed paper documents to the extent the law allows.

27. Contact and acceptance record

27.1Questions, complaints and legal notices should be sent through the official XenFi support or service centre contacts displayed in the System, or through xenfisystems.com/contact. Do not include passwords, OTPs, PINs, API keys or recovery codes in an ordinary message.

27.2XenFi may keep a record of the version of these Terms accepted, the date and time of acceptance, the Account and user who accepted, and the method of acceptance.