ONLINE B2B MEMORANDUM OF UNDERSTANDING
Please select your country
ONLINE B2B MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (hereinafter referred to as the “MOU'') is made on the date of account opening by the customer on the Business Portal.
BETWEEN GUINNESS TRANSPORTERS LIMITED of Kyebando, Kanyike road (Hereinafter referred to as “SafeBoda” which will include, unless otherwise stated, its agents, legal representatives, assignees and successors in title.)
AND BUSINESS PORTAL ACCOUNT HOLDER (name of the company as captured at the Account setup) (Here in after referred to as “the Customer” which will include, unless otherwise stated, its agents, legal representatives, assignees and successors in title.)
In consideration of the obligations and mutual promises; and agreements contained in this MOU the parties to the contract, intending to be legally bound, do hereby agree and covenant as follows:
1. OBLIGATIONS OF THE PARTIES
a) Shall on a best efforts basis ensure availability and accessibility of the Transport-hailing service to be accessed by the customer.
b) Shall handle the Customer's trip tracking for the various trips taken on the assigned number(s) as provided under this MOU.
c) Shall provide periodic statements of transactions during the agreed period of time.
a) Shall use and pay for services as may be prescribed by the App from time to time when a trip transaction is taken by the customer.
b) Shall avoid fraud and misconduct from the customers’ employees in line with the execution of this MOU.
c) Shall Open up a mobile wallet [SafeBoda wallet] on which the transactions shall be made.
d) Shall provide KYC documentation to SafeBoda for purposes of this MOU as follows; -
2. PAYMENT PLAN
A. The customer shall make deposits and transactional payments via the SafeBoda Wallet system in the execution of this MOU.
B. SafeBoda does not offer credit facilities under this agreement and it only undertakes to facilitate the services indicated to the customer.
3. INDEMNITY AND LIMITATION OF LIABILITY
1. Nothing contained in this Agreement shall be deemed to relieve the parties of any duty that may be imposed by applicable laws.
2. This MOU shall be governed by the terms and conditions of Use on the SafeBoda Application.
1. To SafeBoda
1. SafeBoda hereby indemnifies and shall keep the customer, its successors or assigns indemnified from and against any direct liability, loss, claim, legal action, demand, expense, cost or damage that the customer may suffer or incur against any person in connection with or as a result of-
2. System malfunction, error, misinformation and miscommunication or failure on the part of SafeBoda affecting the operation of the transport services;
3. Fraudulent and negligent activity on the part of SafeBoda, its agents and employees and which activity is not directly attributable to the negligence of the customer and/or its employees;
4. SafeBoda provides a platform that enables The customer to connect with drivers. SafeBoda is not a service provider.
5. SafeBoda reserves the right to discontinue its mobile applications, and stop or preclude anyone from accessing the SafeBoda platform at any time and for any period for business or technical reasons.
2. To the Customer
4. DATA PRIVACY AND PROTECTION
5. Commencement and Duration
For the purpose of this MOU, the service shall be taken to commence when the customer signs up for the SafeBoda Business to Business Services and shall continue in force until it is terminated by either party as per the terms of the MOU. The MOU may be renewed by mutual consent of the parties.
6. Termination and Dispute Resolution
7. FORCE MAJEURE
Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, pandemics, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action and or government imposed standard operating measures or any other event that is beyond the control of the Party in question.
8. NO EXCLUSIVITY
The Parties acknowledge that this is not an exclusive agreement and either Party may choose to use the services of the other or not, at their sole discretion, and neither Party is obligated to the other save as provided under this Agreement.
9. ENTIRE AGREEMENT
No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, the parties shall, in good faith, negotiate in order to agree on the terms of mutual satisfaction, a provision to be substituted for the provision so found to be void or unenforceable. If such modification/substitution is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
14. Governing law
This MOU shall be construed and governed by the Laws of Uganda.
By clicking accept and finalizing the Setup of their account, The Customer confirms that it accepts all terms contained therein.
By using any of the SafeBoda services, you become a User of the SafeBoda platform and you agree to be bound by the terms and conditions of this agreement with respect to the provision of such services. If you do not agree to be bound by the terms of this agreement, you must stop using Our Application immediately. We may amend this agreement without notice at any time by posting the amended terms on the SafeBoda application. You may not have access to the SafeBoda application before accepting these terms.
“Account” means an account required for a User to access and/or use certain areas of Our Application, as detailed in Clause 5;
“Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
“Service Provider” means any persons or corporation providing any services through the SafeBoda Applications, including but not limited to courier services, transportation, delivery, and food or beverage services.
“SafeBoda” means all versions of the SafeBoda applications.
“SafeBoda Cashless” an in-app function that enables users to pre-pay for SafeBoda services in some jurisdictions.
“User” means a user or consumer of any SafeBoda Applications and/or a beneficiary to Services extended through Our Application.
“User Content” means any content submitted to Our Application by Users including, but not limited to personal information, images, and all data
“We/Us/Our” means all licensees of the SafeBoda applications.
More information about SafeBoda is available on our website -
3.1. Downloading and accessing our Application is free of charge.
3.2. It is your responsibility to make any and all arrangements necessary in order to access Our Application.
3.3. Access to Our Application is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Application (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Application (or any part of it) is unavailable at any time and for any period.
3.4. We reserve the right to discontinue, stop, or preclude you from accessing Our Application at any time and for any period. We will not be liable to you in any way if such access is made unavailable to you at any time.
4.1. SafeBoda is a platform where you may conveniently access suppliers of transportation, courier services/delivery services, food and any other products or services displayed in the application.
4.2. As an intermediary/ marketplace, we do not offer the services in 4.1 but rather we offer you a ‘one stop shop’ platform collated by us where you can hail rides, courier parcels, order food and other supplies/services using safe, trained, trusted fairly priced drivers, merchants and or agents all without the hustle of bargaining.
4.3. As an intermediary, we emphasize to our community of drivers, merchants, agents, carriers and vendors the ethos of customer safety and professionalism. For your safety, each ride is identifiable and trackable through our system and, drivers, and agents all receive extensive training in road safety, first aid, bike maintenance customer care and consumer protection.
4.5. We will not be liable for any damages, direct, incidental, and or consequential, arising out of the use of SafeBoda, including, without limitation, damages arising out of communicating and or meeting with other participants of SafeBoda, or introduced to you via SafeBoda. Such damages include and are not limited to, physical damages, bodily injuries, death, and emotional distress and discomfort. Without prejudice, we may obtain an insurance policy in respect of the courier services which may be found on Our platform
4.6. We do not have any responsibility, including to take further actions or legal actions deemed necessary by a User or service provider or Third Party, for any problem or dispute that arises between You and a Service Provider or Third Party. We may however, facilitate any problems or disputes that arise between You and the Service Provider or Third Party with reasonably necessary actions. When we facilitate a resolution of problem or dispute between You and a Service Provider or Third Party, we do not act as a mediator and such an action does not cause any further responsibility to Us.
4.7. Users and Service Providers shall take reasonable precautions in all actions and interactions with any party they may interact with through the use of the services on the APP. We have no control over the identity or actions of the Users and service providers; SafeBoda requests that Users exercise caution and good judgment when using the services. Service providers and Users use the services at their own risk.
4.8. Should you have any questions about this agreement, the practices of Services Providers, or require further details about a particular Service Provider, please contact us at email@example.com
5.1. Certain parts of Our Application (including the ability to purchase services from Us) may require an Account in order to access them.
5.2. A User may not create an account if they are under Eighteen (18) years of age. If a User is under Eighteen (18) years of age and wishes to use the parts of Our Application that require an Account, a parent or guardian should create the Account for him or her in their names and the User must only use the Account with their supervision.
5.3. When you create an account, you are responsible for providing information that is true, accurate and complete. We shall rely on any information provided by you as the true account of such information. If any of your information changes at a later date, it is your responsibility to update your account and keep it up-to-date.
5.4. If you believe that your account has been hacked or is being used without your permission, it is your responsibility to contact us immediately you suspect or discover an intrusion. We will not be liable for any unauthorized use of any Account.
5.5. Since each account contains personal identifiers and information, please do not use another User’s account without the express consent of the User to whom the account belongs.
5.8. You may elect to withdraw the consent in 5.7 or to manage what data is collected, used and/or processed by contacting us using the channels provided in clause 16. Withdrawing your consent to collect may affect the quality of your user experience.
5.9. A User who wishes to close an account may do so at any time. Closing an Account will result in the removal of a User's information on the Application as far as can be ascertained. Closing an Account will also remove access to any areas of Our Application requiring an Account for access. The uninstallation of Our Application does not necessarily mean the closure of an account.
5.10. When an account is closed, any reviews or comments created on Our Site will be anonymized by removing the username.
6.1. In some jurisdictions, the SafeBoda Application may present users with the option to pre-pay for SafeBoda services using mobile money transfers, bank transfers, or cash payments to drivers or merchants. This option is designed to improve the convenience and security of the User.
6.2. Pre-paid SafeBoda balances constitute e-money or financial deposits governed under the National Payment Systems Act, 2020.
6.3. In some jurisdictions the SafeBoda Application may present Users with the option to use their SafeBoda balance to purchase goods or services from other Service Providers or to transfer their SafeBoda balance to another User and make payments for utilities or other such fees.
6.4. The User is obligated to manage their account details (including PIN) in a secure and confidential manner and is responsible for ensuring that they do not disclose such information or make it available to third parties. If such information is used by unauthorized persons, SafeBoda shall not be liable for any damages or losses caused thereby.
6.5. SafeBoda reserves the right to suspend cashless services or payment at any point. SafeBoda shall at any time suspend the cashless services without notice to the User where there is any indication of fraudulent or suspicious activity on the user account.
6.6. The User is obligated to notify SafeBoda Customer Care without delay of any suspicious activity on his/her account that may lead to damage or loss.
6.7. The User shall provide the full name, the legal status of the person; the physical address, and the telephone number of the person; for purposes of using the Cashless service.
6.8. The User will find available on the App a link to the website or contact email address of SafeBoda, alongside a brief description of how the App works in a manner sufficient to inform the SafeBoda User of the App and how they can use it.
6.9. The User will also have access to information as regards the estimated price of the ride and any other costs to be incurred for the ride.
6.10. The User will also have access to the history of their trips on the App and the App will keep a record of the transactions requested for on the App.
6.12. You will be given all the relevant information to assist you to review your trip, make corrections before you order, and a chance to cancel before placing an order for a ride or other service.
7.1. With the exception of User Content (see Clause 8), all Content included in our Application and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us. All Content (including User Content) is protected by applicable Ugandan and international intellectual property laws and treaties.
7.2. You may not reproduce, copy, distribute, sell, rent, sub-license, store, or in any other manner re-use Content from Our Application unless given express written permission to do so by Us.
7.3. A User may:
7.3.1. Access, view, and use Our Application in a web browser (including any web browsing capability built into other types of software or app);
7.3.2. Download Our Application (or any part of it) for caching;
7.3.3. Print one copy of any page(s) from Our Application;
7.3.4. Download extracts from the pages on Our Application; and
7.3.5. Save pages from Our Application for later and/or offline viewing.
7.3.6. Our status as the owner and author of the Content on Our Application (or that of identified licensors, as appropriate) must always be acknowledged.
7.3.7. A User may not use any Content saved or downloaded from Our Application for commercial purposes without first obtaining a license from Us (or our licensors, as appropriate) to do so.
8.1. User Content on Our Site includes (but is not necessarily limited to) product reviews, comments, etc.
8.2. An Account is required if a user wishes to submit User Content. Please refer to Clause 3 for more information.
8.3. A User agrees to be solely responsible for their User Content. Specifically, they agree, represent, and warrant that they have the right to submit the User Content and that all such User Content will comply with Our Acceptable Usage Policy, detailed below in Clause 13.
8.4. A User agrees to be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties given under sub-Clause 7.2.
8.5. A User will be responsible for any loss or damage suffered by us as a result of such breach.
8.6. A User (or your licensors, as appropriate) shall retain ownership of their User Content and all intellectual property rights subsisting therein. When a User submits User Content, they grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide license to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-license the User Content for the purposes of operating and promoting Our Application. In addition, the User also grants Other Users the right to copy and quote their User Content within Our Application.
8.7. We may reject, reclassify, or remove any User Content from Our Site where, in Our sole opinion, it violates Our Acceptable Usage Policy, or If We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
8.8. If you wish to remove User Content from Our Application, the User Content in question will be deleted or anonymized. Please note, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
9.1. You may link to Our Application provided that;
9.1.1. you do so in a fair and legal manner;
9.1.2. you do not do so in a manner that suggests any form of association, endorsement, or approval on Our part where none exists;
9.1.3. you do not use any logos or trademarks displayed on Our Application without Our express written permission; and
9.1.4. you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
9.1.5. Framing or embedding of Our Application on other websites is not permitted without Our express written permission. Please contact Us at firstname.lastname@example.org for further information.
9.1.2. You may not link to Our Application from any other Application the main content of which contains material that;
22.214.171.124. is sexually explicit;
126.96.36.199. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
188.8.131.52. promotes violence;
184.108.40.206. promotes or assists in any form of unlawful activity;
220.127.116.11. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
18.104.22.168. is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
22.214.171.124. is calculated or is otherwise likely to deceive another person;
126.96.36.199. is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;
188.8.131.52. misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this Clause);
184.108.40.206. implies any form of affiliation with Us where none exists;
220.127.116.11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, and database rights) of any other party; or
18.104.22.168. is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
9.3. The content restrictions in sub-Clause 8.7 do not apply to content submitted to sites by other Users or provided that the primary purpose of the site accords with the provisions of sub-Clause 8.7. A User, for example, is not prohibited from posting links on general-purpose social networking sites merely because another user may post such content.
Links to other Applications may be included in our Application. Unless expressly stated, these Applications are not under our control. We neither assume nor accept responsibility or liability for the content of third-party Applications. The inclusion of a link to another Application on our Application is for information only and does not imply any endorsement of the Applications themselves or of those in control of them.
11.1.1. Nothing on Our Application constitutes advice on which you should rely. It is provided for information purposes only.
11.1.2. Insofar as is permitted by law, we make no representation, warranty, or guarantee that Our Application will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
11.1.3. We make reasonable efforts to ensure that the Content on Our Application is complete, accurate, and up-to-date. We do not, however, make any representations, warranties, or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.
12.1. SafeBoda accepts no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Application or the use of or reliance upon any Content (including User Content) included on Our Application.
12.2. Without prejudice, remedy through insurance may be available for loss or damage to postal articles up to the value of UGX 1,000,000 (Uganda Shillings One Million Only) couriered through the SafePosta Express service only.
12.3 If you are a Business User, we hereby exclude all implied conditions, warranties, representations, or other terms that may apply to Our Application or Content. We will not be liable for any loss of profits, sales, business, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
12.4. SafeBoda excludes all representations, warranties, and guarantees (whether express or implied) that may apply to Our Application or any Content included on Our Application.
12.5. Reasonable skill and care shall be exercised to ensure that Our Application is free from viruses and other malware. However, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial-of-service attack, or other harmful material or event that may adversely affect your hardware, software, data, or other material that occurs as a result of your use of Our Application (including the downloading of any Content from it) or any other site referred to on Our Application.
12.6. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Application resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
13.1. You may only use Our Application in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically;
13.1.1. you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
13.1.2. you must not use Our Application in any way, or for any purpose, that is unlawful or fraudulent;
13.1.3. you must not use Our Application to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
13.1.4. you must not use Our Application in any way, or for any purpose, that is intended to harm any person or persons in any way.
22.214.171.124. whether temporarily or permanently, your Account and/or your right to access Our Site;
126.96.36.199. remove any User Content submitted by a User that violates our Acceptable Usage Policy;
188.8.131.52. issue you with a written warning;
184.108.40.206. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
220.127.116.11. take further legal action against you as appropriate;
18.104.22.168. disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
22.214.171.124. any other actions which We deem reasonably appropriate (and lawful).
16.1 To contact Us, please email Us at email@example.com or using any of the methods provided on Our contact page at www.safeboda.com.
17.2. For questions or complaints about communications from Us, please contact us at firstname.lastname@example.org or via our Customer Call Line.
18.1. These Terms and Conditions, and the relationship between the User and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the laws of Uganda.
18.2. If a User is a consumer, any dispute, controversy, proceedings, or claim between him or her and Us relating to these Terms and Conditions, or the relationship between him or her and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of Uganda.
18.3. If a User is a business, any disputes concerning these Terms and Conditions, the relationship between the User and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of Uganda.