Master Service Agreement & Terms of Use

1. LEGAL CAPACITY, BINDING NATURE, AND CONTRACTUAL JURISDICTION

• 1.1. Absolute Binding Agreement: This Master Service Agreement (the "Agreement") constitutes a definitive and legally binding contract between GOAIDME LIMITED (hereinafter referred to as "the Company," "Goaidme," "We," "Us," or "Our") and any individual or legal entity accessing the Platform (hereinafter referred to as "User," "You," "Organizer," or "Donor").
• 1.2. Affirmation of Capacity: By accessing, browsing, or utilizing the electronic services provided by Goaidme, you represent and warrant that you possess the full legal capacity to enter into a contract under the Contracts Act, 2012 (Laws of Uganda). If you are accessing the platform on behalf of a corporate entity or an NGO, you represent that you have the requisite corporate authority to bind said entity to these Terms.
• 1.3. Electronic Consent and Signatures: In strict accordance with the Electronic Transactions Act, 2011, your digital interactions—including but not limited to clicking "I Agree," "Donate Now," "Start Campaign," or any similar call-to-action—serve as a valid and enforceable electronic signature. You waive any right to contest the validity of this Agreement on the basis that it was concluded electronically.
• 1.4. Jurisdiction and Choice of Law: This Agreement and all auxiliary policies are governed exclusively by the laws of the Republic of Uganda. Any provision found to be in conflict with international law shall be secondary to the statutory requirements of the Ugandan jurisdiction.

2. CURRENCY CONVERSION AND PROPRIETARY EXCHANGE RATE POLICY

• 2.1. Global Transactional Scope: Given that Goaidme facilitates cross-border philanthropy and international contributions, the Platform accepts donations in multiple global currencies. However, the final settlement to the Beneficiary is conducted in Ugandan Shillings (UGX) or the currency designated by our local processing partners.
• 2.2. Reservation of Proprietary Conversion Rights: You explicitly acknowledge and agree that for all cross-border and foreign currency transactions, GOAIDME LIMITED reserves the absolute and unilateral right to convert the donated amount at its own proprietary internal exchange rate.
• 2.3. Rate Determination Factors: This internal rate is determined at the sole discretion of Goaidme, factoring in real-time market volatility, liquidity risks, and the interbank rates provided by our processing partners, including Flutterwave and Yo! Payments. You acknowledge that this rate may differ from the "Mid-Market Rate" or the "Official Central Bank Rate."
• 2.4. Irrevocable Acceptance of Rate: By clicking "Confirm Transaction," "Donate," or otherwise finalizing a payment on the Platform, you are providing express, informed, and irrevocable consent to the exchange rate displayed at that specific moment. You hereby waive any and all rights to claim a refund, initiate a chargeback, or dispute the transaction based on a perceived discrepancy between Goaidme’s proprietary rate and any other published rate.
• 2.5. Transparency and Locking Guarantee: To ensure procedural fairness, the applicable exchange rate, including any conversion margins, will always be displayed prominently on the final donation checkout page. It is the User’s sole responsibility to review and approve this rate before proceeding. Once a transaction is authorized, the conversion rate is locked and shall not be subject to retroactive adjustment or negotiation under any circumstances.

3. ACCOUNT ELIGIBILITY, MINOR BENEFICIARIES, AND LEGAL GUARDIANSHIP

• 3.1. Strict Age Requirement: Account creation is restricted to persons who have attained the age of 18 years. Use of the Platform by anyone under this age is a material breach of this Agreement.
• 3.2. Protective Guardianship Clauses: While a minor (any person under 18) may be the designated Beneficiary of a fundraiser, the minor is strictly prohibited from acting as an Organizer or managing the funds. All campaigns intended for the benefit of a minor must be initiated, managed, and legally owned by a Verified Guardian.
• 3.3. Guardian Liability: The Verified Guardian assumes 100% of the legal, financial, and criminal liability for the campaign’s veracity and the subsequent management of disbursed funds. If Goaidme determines that a minor is surreptitiously operating an account, that account will be terminated immediately, and all held funds will be subject to a forensic audit.

4. THE GOAIDME VERIFICATION HIERARCHY (KYC AND AML)

To mitigate the risk of financial crime and preserve the integrity of the Ugandan financial system, Goaidme enforces a rigorous Know Your Customer (KYC) and Anti-Money Laundering (AML) framework.

• 4.1. Individual Tier-1 Verification: Every individual Organizer must provide a high-resolution, unedited scan of a government-issued identification document, limited to:
  • A valid Ugandan National ID (NIN);
  • A valid International Passport;
  • A valid Ugandan Driving License.
• 4.2. Institutional Tier-2 Verification: Corporate entities or NGOs must provide:
  • A Certificate of Incorporation from the URSB (as exemplified by Goaidme’s own registration 80034210677317);
  • A valid Tax Identification Number (TIN) from the URA;
  • A valid permit from the NGO Bureau (where applicable).
• 4.3. Enhanced Physical Due Diligence: Goaidme reserves the right to demand "Proof of Life" or "Proof of Local Standing," which may include a signed and stamped letter of recommendation from the Organizer’s Local Council (LC1) Chairperson. For medical campaigns, original hospital invoices and admission letters from facilities recognized by the Ministry of Health are mandatory.

5. FINANCIAL DISBURSEMENTS, PROCESSING FEES, AND SETTLEMENTS

• 5.1. Pass-Through Processing Fees: You acknowledge that the processing of digital payments incurs costs from global card networks and local telecommunications infrastructure. Every donation is subject to a non-refundable Transaction Fee of 2.9% + $0.30.
• 5.2. Non-Profit Status of Fees: You acknowledge that this $0.30 and 2.9% fee is consumed by third-party processors (Flutterwave, Yo! Payments, Visa, Mastercard) to secure the transfer. Goaidme does not currently retain these fees as corporate profit.
• 5.3. Disbursement Triggers and Holds: Funds are moved into a designated merchant holding account. Withdrawal is not automatic; Organizers must initiate a "Payout Request" which is subject to a manual review of campaign updates and KYC status.
• 5.4. Settlement Timelines: Due to the clearing cycles of Ugandan banks and Mobile Money aggregators, funds typically require 3 to 7 business days to become available for final withdrawal.

6. PROHIBITED CONTENT AND REGULATORY "RED LINES"

Goaidme maintains a zero-tolerance policy for campaigns that violate Ugandan statutory regulations.

• 6.1. Medical Compliance (NDA Standards): Organizers shall not raise funds for medical treatments, pharmaceutical products, or herbal "cures" not formally approved by the National Drug Authority (NDA). Campaigns claiming to cure chronic conditions (HIV, Cancer, etc.) via unverified means will be deleted, and the Organizer reported to the Ministry of Health.
• 6.2. Violent Crimes and Defense: No funds may be raised for the legal defense of individuals accused of Terrorism, Murder, Aggravated Defilement, or any crime carrying a life sentence in Uganda.
• 6.3. Political and Electoral Financing: Fundraising for political parties or electoral candidates is strictly prohibited unless the Organizer provides a specific "No Objection" letter from the Electoral Commission of Uganda.

7. DONOR TERMS AND THE "NO-REFUND" MANDATE

• 7.1. Nature of the Contribution: All donations made through the Platform are considered voluntary "Gifts" and do not entitle the Donor to any equity, return, or reward.
• 7.2. Irrevocability of Payment: Under the Electronic Transactions Act, once a digital payment token is successfully processed, the transaction is final and non-refundable. Goaidme does not maintain a "Refund Reserve."
• 7.3. Caveat Emptor (Buyer Beware): While Goaidme performs KYC, the Donor acknowledges that they give at their own risk. Goaidme is not liable for Organizers who lie or mismanage funds after withdrawal.

8. DATA PRIVACY AND NITA-U COMPLIANCE

• 8.1. Data Controller Authority: GOAIDME LIMITED is a registered Data Controller and Data Processor (PDPO-202505-5369).
• 8.2. Collection and Storage: We collect and store National ID data, IP addresses, and transaction histories for a mandatory period of 7 years to comply with the Anti-Money Laundering Act, 2013 and the Data Protection and Privacy Act, 2019.
• 8.3. Third-Party Sharing: You consent to the sharing of your data with regulatory bodies (FIA, URA) and payment processors for the sole purpose of transaction fulfillment and legal compliance.

9. INTELLECTUAL PROPERTY AND PUBLICITY RIGHTS

• 9.1. License to User Content: By uploading photos or videos to a campaign, you grant GOAIDME LIMITED an irrevocable, perpetual, worldwide, royalty-free license to use, modify, and display said content for the Platform's marketing, including billboards and social media.
• 9.2. Copyright Indemnity: You warrant that you own all content posted. If you use a photo of a third party, you represent that you have their written consent.

10. INDEMNIFICATION AND ABSOLUTE RELEASE

• 10.1. Indemnity: You agree to indemnify, defend, and hold harmless GOAIDME LIMITED, its directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from your campaign or your breach of these Terms.
• 10.2. Release of Claims: In the event of a dispute between a Donor and an Organizer, you release GOAIDME LIMITED from any and all claims and damages of every kind and nature, known and unknown.

11. LIMITATION OF LIABILITY

• 11.1. No Consequential Damages: To the fullest extent permitted by Ugandan law, GOAIDME LIMITED shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.
• 11.2. Total Liability Cap: Our total liability for any claim arising out of or relating to these Terms or the Services shall not exceed the total fees earned by Goaidme from your specific transaction.

12. FORCE MAJEURE

• 12.1. Non-Liability for External Events: Goaidme shall not be held liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: internet service provider (ISP) failures, government-mandated network shutdowns, civil unrest, acts of God, pandemics, or changes in Bank of Uganda regulations.

13. DISPUTE RESOLUTION (CADER)

• 13.1. Mandatory Mediation: Both parties agree to attempt 30 days of informal mediation in Kampala before seeking legal redress.
• 13.2. Binding Arbitration: Unresolved disputes shall be settled via binding arbitration under the Arbitration and Conciliation Act (Cap. 4) at the Centre for Arbitration and Dispute Resolution (CADER) in Kampala.

14. TERMINATION AND DE-PLATFORMING

• 14.1. Termination for Cause: We reserve the right to suspend or terminate any account, campaign, or user access at our sole discretion, without prior notice, if we suspect fraud, identity theft, or a violation of these Terms.
• 14.2. Disposition of Funds: If an account is terminated for fraud, Goaidme reserves the right to return the funds to Donors or donate the balance to a verified PBO/NGO of our choosing.