PURPOSE

Welcome to Grooply. These Terms and Conditions ("Terms") govern your use of the Grooply mobile and/or web application ("App"), which enables users to contribute funds, track progress towards a financial goal, and make withdrawals once a goal is achieved.

Grooply integrates with ioTecPay, which provides wallet functionality for storing and managing funds. By using Grooply, you agree to be bound by these Terms. If you do not agree, please do not use the Application.

1. DEFINITIONS

• a. "Admin" refers to the User who creates and manages a Group.
• b. "Business Day" means Monday to Friday excluding any Saturdays, Sundays or official public holidays.
• c. "Business Hours" means the hours of 09:00 hrs. to 17:00 hrs East African Time (EAT) on a Business Day.
• d. "Confidential Information" means all proprietary and confidential information of each Party or its affiliates and that of their customers, clients, personnel or suppliers whether commercial, financial, technical or otherwise (whether oral, in writing, machine readable or in any other form) and material (whether electronically recorded, in writing or otherwise) which by its very nature should obviously be treated as secret and confidential or which is designated as such and which the Parties desire to protect against unrestricted disclosure or competitive use, including:
• i) Personal Data as defined under the Data Protection and Privacy Act, Cap. 97.
• ii) Information relating directly or indirectly to either Party's business, including details of trade secrets, know-how strategies, ideas, operations, compliance information, processes, methodologies, and practices.
• iii) Information given to Parties by suppliers which it is not authorised to disclose.
• e. "Grooply" refers to the group collections platform that enables users to create and manage contributions for collective financial goals.
• f. "User", "you", or "your" refers to any person who registers on Grooply.
• g. "Group" refers to a collection of Users created to collect money towards a specific goal.
• h. "Goal" refers to the target amount or purpose for which the group is collecting money.

2. THE SERVICE WE PROVIDE

a. Description of the Service provided

Grooply provides a digital platform that enables individuals and groups ("Users") to create and manage groups ("Groups") for the purpose of pooling monetary contributions toward specific goals or shared financial objectives. Groups may be set as either private or public. Private Groups are accessible only to Users who receive an invitation from the Group Admin, ensuring restricted participation. Public Groups, on the other hand, are visible to all Users on the platform and are open for any User to join and contribute. Grooply also offers profile features that allow Users to view and manage their Groups.

b. Our Role and Limitation

Grooply is a digital platform that enables Users to create and manage Groups, allowing them to collectively contribute toward shared financial goals. While the platform facilitates these group collection activities, Grooply itself is not a bank, payment processor, broker, financial advisor, or licensed financial institution. It does not operate under any financial services license or regulatory authorization. Grooply does not offer financial, legal, or tax advice, and the availability of our Services should not be interpreted as such. All information made available through the platform is provided for general informational purposes only. Users are encouraged to seek professional advice if they require guidance on financial, legal, or tax matters. Grooply does not control, manage, or endorse any Group, goal, or individual User on the platform. We do not guarantee the success, reliability, or purpose of any Group. The decision to join a Group or contribute to a goal is entirely at the discretion of the User. It is your responsibility to evaluate the purpose and credibility of any Group before participating or contributing. Grooply does not engage in fundraising activities and should not be interpreted as soliciting funds on behalf of any User, Group, or cause. Participation in public Groups is open to all Users, while private Groups require an invitation from the Group Admin.

c. Modification, Suspension, or Termination of the Services

We may modify, suspend, or discontinue any part of the Grooply platform or its Services at any time, with or without prior notice. While we will make reasonable efforts to minimize disruptions, certain circumstances such as emergencies or legal obligations-may require immediate action without advance notice. We are not liable for any loss or inconvenience resulting from such changes.

3. ACCOUNT CREATION AND ELIGIBILITY REQUIREMENTS

a. Account Registration and Types

To access and use Grooply Services, you must provide accurate, current, and complete information during registration. This includes, but is not limited to, your full name as it appears on a government-issued ID, phone number, address, and any photos or content you may upload when creating or managing a Group. You are responsible for keeping your registration details up to date. Inaccurate or outdated information may affect your ability to use the platform effectively. All personal data you provide is governed by our Privacy Notice and these Terms and Conditions.

Grooply offers two types of user accounts:

• 1. Private Accounts - intended for individuals who want to save personally or within a closed group of trusted users.
• 2. Public Accounts - designed for groups that are open to wider participation or visibility, such as community-based or organization-led initiatives.

Both account types are subject to these Terms, though they may provide different features and access levels depending on your chosen account.

b. Integration with Third Party Payment Processor

Grooply is integrated with a third party payment processor to facilitate transactions such as contributions, withdrawals, and group transfers. By using Grooply's Services, you agree that certain personal and transactional information you provide such as your name, phone number, identification details, and payment data, may be securely shared with our third party payment processor for the purposes of verifying your identity, processing payments, complying with legal and regulatory requirements, and preventing fraud. Your use of Grooply constitutes your consent to this data sharing. The processing and protection of your data by the payment processor is governed by their privacy policy and terms of service, which you may also be required to accept as part of using Grooply's payment features.

c. Age Restrictions

You must be at least 18 years old to register for and use Grooply. By accessing or using Grooply, you represent and warrant that you are 18 years of age or older. Minors under the age of 18 are not permitted to create or manage accounts on Grooply. However, a Minor may be designated as a Beneficiary of a group.

d. Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your password. Do not share your login details with anyone. If you suspect that your account, whether Private or Public, has been accessed without your permission, you must notify us immediately. To help keep your account secure, always log out after using Grooply, especially when accessing the platform from a shared or public device. Grooply is not liable for any loss or damage resulting from your failure to secure your account or comply with these Terms.

e. Payment Processors and Fund Transfers

Grooply does not directly hold or process any funds contributed or withdrawn through the platform. All financial transactions are managed by a third-party payment processor integrated into the Grooply system. To receive funds from a group, you must provide accurate and verifiable payment information, which may include bank account details, mobile money numbers, or any other form of payment credentials accepted by our payment processor. By contributing to a group, you consent to the collection, use, processing, transfer, and disclosure of your data by the payment processor in accordance with these Terms and the applicable terms and privacy policies of the payment processor. Our current Payment Processor is ioTecPay.

4. USER RESPONSIBILITIES AND OBLIGATIONS

a. Group Administrators

The Group Admin is responsible for the overall management of a group. This includes, but is not limited to, defining the group'`s purpose or goal, inviting members, setting contribution schedules, and initiating withdrawals. By creating a group, you agree to:

• i) Abide by all Grooply policies, these Terms, and the Group's stated purpose.
• ii) Ensure the funds are used exclusively for the goal as agreed upon by the members.
• iii) Maintain accurate and truthful information about the Group's purpose and progress.
• iv) Manage the Group's members and contributions in a fair and transparent manner.
• v) Act as the primary point of contact for the Group.
• vi) Be fully liable for any misuse of the Group’s funds, including any fraudulent withdrawals.

You understand that failure to meet these responsibilities may lead to the suspension or termination of your account and legal action.

b. Group Members

As a Group Member, you are responsible for:

• i) Making timely and scheduled contributions to the Group as agreed with the Admin.
• ii) Ensuring you are aware of the Group's goal and purpose.
• iii) Abiding by Grooply's policies and these Terms and Conditions.
• iv) Maintaining the security of your account credentials.

c. Prohibited Conduct and Content

The Grooply platform and its Services must be used for legitimate purposes only. You agree not to engage in any of the following prohibited activities:

• i) Illegal activities, including but not limited to fundraising for illegal causes, money laundering, fraud, or terrorism.
• ii) Harassment, abuse, or discrimination against any individual or group.
• iii) Uploading or sharing content that is obscene, defamatory, hateful, or otherwise inappropriate.
• iv) Attempting to gain unauthorized access to the platform or other Users' accounts.
• v) Disrupting or interfering with the operation of the platform.
• vi) Using the platform to promote or engage in deceptive, misleading, or fraudulent practices.

5. FEES AND PAYMENTS

Grooply may charge fees for the Services, including but not limited to platform fees, processing fees, and withdrawal fees. These fees are subject to change, and we will provide notice of any changes. By using Grooply, you agree to pay all applicable fees in a timely manner.

6. INTELLECTUAL PROPERTY

All content on the Grooply platform, including but not limited to text, graphics, logos, and software, is the property of ioTec Limited and is protected by intellectual property laws. You may not use, copy, or distribute any content from the platform without our prior written consent.

7. DISCLAIMER OF WARRANTIES

Grooply is provided on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, regarding the operation of the platform or the information, content, materials, or products included on it.

8. LIMITATION OF LIABILITY

To the fullest extent permitted by law, ioTec Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising from your use of the platform.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ioTec Limited, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable legal fees and costs, arising out of or in any way connected with your access to or use of the Services, your violation of these Terms, or any infringement by you of any intellectual property or other right of any person or entity. This includes any actions you take as a Group Admin or Member that result in a dispute or financial loss.

10. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Uganda. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Uganda.

11. THIRD PARTY LINKS

Grooply may contain links to third party websites. We are not responsible for the content or privacy practices of such websites.

12. CONFIDENTIALITY

You agree to maintain the confidentiality of all confidential information you receive through the platform.

13. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and ioTec Limited regarding the use of the platform.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement 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, civil unrest, fire, flood, storms, earthquakes, acts of God, acts of terrorism, acts of war, governmental action or any other event of a similar nature.

15. SEVERABILITY

In the event that any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Terms and shall not affect the validity and enforceability of the rest of these Terms.

16. NO WAIVER

The failure of either party to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

17. ASSIGNMENT AND TRANSFER

You may not assign or transfer your rights and obligations under these Terms without our prior written consent.

18. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at support@grooply.io.

REVIEW DATE

This Terms and Conditions Notice will be reviewed annually or as required by changes in the regulatory environment.

COMPLAINTS PROCEDURE

If you wish to make a complaint about how your personal data has been handled, you can contact us via:

Email: support@iotec.io

Phone: 0200903894