Terms and Conditions for Sengai Service

Welcome to Sengai!

Sengai provide services that enable people in the transport sector to connect with each other, build communities, and grow businesses. These Terms govern your use of Sengai, and the other products, features, apps, services, technologies. Sengai is a brand and service owned and operated by Hondohwe (Private) Limited. This Terms of Service is a contract between you and Sengai that governs your access to and use of the Sengai service as either as a transporter, entity with goods to be transported or service provider to transporters. Please review this entire Terms of Service before you decide whether to accept it and continue with the registration process. This Agreement is provided to you and concluded in English. You agree that any use by you of the Services shall constitute your acceptance of the Agreement. We recommend that you store or print off a copy of the Agreement (including all policies) for your records. By registering for the Services, you must read, agree with and accept all of the terms and conditions contained in this Agreement. You indicate that you accept every term of this agreement by ticking a box or clicking on a button (or something similar) when asked to confirm this during sign up to the Service at which time this agreement is displayed to you. You are independently responsible for complying with all applicable laws in all of your actions related to your use of Sengai services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.

1. Requirements for Registration In order to use the Service, you hereby consent to provide and agree to complete all required information elements on the Service registration web pages. As a transporter you must register a valid vehicle and pay fees and other obligations arising from your use of the Service. You undertake and agree to provide current, complete and accurate information and maintain it as current and accurate. We may require you to provide additional information as a condition of continued use of the Service, or to assist in determining whether to permit you to continue to use the Service. We, in our sole and absolute discretion, may refuse to approve or may terminate existing registrations with or without cause or notice, other than any notice required by any applicable law, and not waived herein. By agreeing to this Terms of Service for Buyers, you represent that you are:

• 18 years old or older; and

• · Capable of entering into a legally binding agreement.

2. Limitations on the Use of Service We reserve the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any Service feature, without notice and without liability. We also reserve the right to impose limits on certain Service features or restrict access to parts or all of the Service without notice and without liability. We do not warrant that the functions contained in the Service will be uninterrupted or error free and we shall not be responsible for any service interruptions (including, but not limited to, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Payment Transactions or the Service). We may limit or suspend your use of the Service at any time, in our sole and absolute discretion. If we suspend your use of the Service, we will attempt to notify you by electronic mail and/or SMS.

3. Prohibited Activities You may not use the Sengai service for activities that:

3.1 violate any law, statute, ordinance or regulation.

3.2 relate to transactions involving

(a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety,

(b) drug paraphernalia,

(c) items that encourage, promote, facilitate or instruct others to engage in illegal activity,

(d) stolen goods including digital and virtual goods

(e) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime,

(f) items that are considered obscene,

(g) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction,

(h) certain sexually oriented materials or services,

(i) ammunition, firearms, or certain firearm parts or accessories, or

(j) certain weapons or knives regulated under applicable law.

4. IMPORTANT This is an important document which you must consider carefully when choosing whether to use the Services at any time. Please read the terms of this Agreement carefully before agreeing to it. This Agreement also highlights certain risks on using the Services together with guidance on how to safely carry out online payments via Sengai. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Sengai Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. Please note the following risks and key terms applicable to your use of the Sengai Services: Sengai is not part of contracts entered into by parties that meet on the Sengai platform. By acceptance of these terms the user indemnifies Sengai from any liabilities or claim for damages that may arise out of such contracts.

5. Termination of Service We may, in our sole and absolute discretion without liability to you or any third party, terminate your use of the Service for any reason, including without limitation inactivity or violation of this Terms of Service or other policies we may establish from time to time. Upon termination of your use of the Service, you remain liable for all Payment Transactions and any other obligations you have incurred. Upon termination, we have the right to prohibit your access to the Service, including without limitation by deactivating your username and password, and to refuse future access to the Service by you. You must consider such risks and guidance when using Sengai.

6. Our Relationship Sengai serves as a meeting place for transporters, entities that have goods to be carries and service providers to transporters.

6.1 Your Privacy Protecting your privacy is very important to Sengai. Please review our policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.

6.2 Intellectual Property. The URLs representing the Sengai website(s), “Sengai,” and all related logos of our products and services described in our website(s) are either copyrighted by Sengai, trademarks or registered trademarks of Sengai or its licensors. In addition, all page headers, custom graphics, button icons, and scripts are either copyrighted by Sengai, service marks, trademarks, and/or trade dress of Sengai. You may not copy, imitate, modify, alter, amend or use them without our prior written consent. You may use HTML logos provided by Sengai through our merchant services, auction tools feature or affiliate programmes without prior written consent for the purpose of directing web traffic to the Service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to Sengai or the Service or display them in any manner that implies Sengai’ sponsorship or endorsement. All right, title and interest in and to the Sengai website and any content thereon is the exclusive property of Sengai and its licensors.

6.3 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Sengai’ prior written consent. You are not permitted to transfer your Account to a third party. Sengai reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent.

6.4 Notices. We will communicate with you in the language(s) in which we have made available this Agreement to you. You agree that Sengai may provide notice or other information to you by posting it on the Sengai website(s) (including the posting of information which is only accessed by you by logging into your Account), emailing it to the email address listed in your Account, mailing it to the street address listed in your Account, calling you by phone, or sending you a “text” / SMS message. You must have internet access and an e-mail account to receive communications and information relating to the Services. With the exception of amendments to this Agreement, such notice shall be considered to be received by you within 24 hours of the time it is posted to the Sengai website(s) or emailed to you. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. You may request a copy of any legally required disclosures (including this Agreement) from us and we will provide this to you in a form which allows you to store and reproduce the information (for example, by e-mail) and you may terminate your consent to receive required disclosures through electronic communications by contacting Sengai. Sengai may charge you a Records Request Fee to provide a paper copy. Sengai reserves the right to close your Account if you withdraw your consent to receive electronic communications.

6.5 Transaction History Unless your Account is restricted, you can access your details of executed payment transactions and other information relating to your Account transaction history by logging into your Account and clicking on the “My Payments” tab.

6.6 Amendments to this Agreement. We may at any time amend, delete or add to this Agreement by giving notice of such Change by posting a revised version of this Agreement on the Sengai App. A Change will be made unilaterally by us and you will be deemed to have accepted the Change where a Change relates to the addition of a new service, extra functionality to the existing Service or any other change which we believe in our reasonable opinion to neither reduce your rights nor increase your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately. If you do not accept any Change, you must close your Account. If you do not object to a Change by closing your Account within the 2-month notice period, you will be deemed to have accepted it. While you may close your Account at any time and without charge.

7 Eligibility

7.1 Eligibility. To be eligible for our Services, you must

(i) have full legal capacity to enter into a contract; and

(ii) if you are an individual, be at least 18 years old. You further represent and warrant to us that if you are an individual and you open an Account with us that you are not acting on behalf of an undisclosed principal or a third party beneficiary.

7.2 Sengai may, from time to time, make available to you other methods or procedures for you to obtain “Verified” status. By highlighting a User as “Verified” Sengai only represents that the Verified user has completed the steps of the process to obtain “Verified” status. By attributing Verified status to a member, Sengai neither guarantees, undertakes nor otherwise represents that a Verified user will complete a Commercial Transaction.

8 Restricted Activities. In connection with your use of our website, your Account, or the Services, or in the course of your interactions with Sengai, a User or a third party, you will not:

8.1 Breach this Agreement (including, without limitation, opening multiple Sengai accounts or breaching any other agreements as set forth herewith.

8.2 Breach any law, statute, contract, or regulation (for example, those governing financial services including anti-money laundering, consumer protections, unfair competition, anti-discrimination, or false advertising).

8.3 Infringe Sengai’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy. 8.4 Act in a manner that is obscene, defamatory, libellous, unlawfully threatening or unlawfully harassing.

8.5 Provide false, inaccurate, or misleading Information.

8.6 Fail to provide us with further information about you or your business activities that we may reasonably request.

8.7 Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us.

8.8 Use an anonymising proxy.

8.9 Control an Account that is linked to another Account that has engaged in any of these Restricted Activities.

8.10 Conduct your business or use the Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, fees, fines, penalties, and other liability to Sengai, a User, a third party or you.

8.11 Abuse (as either a buyer or seller) of our Online Dispute Resolution process and/or Sengai userer Protection.

8.12 Disclose or distribute another User’s Information to a third party or use the Information for marketing purposes unless you receive the user’s express consent to do so.

8.13 Send unsolicited email to a User or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties.

8.14 Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

8.15 Facilitate any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or Information.

8.16 Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission.

8.17 Use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services.

8.18 Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display, or frame any content from the Sengai website(s) without our or any applicable third party’s written consent.

8.19 Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.

8.20 Reveal your Account password(s) to anyone else, nor may you use anyone else’s password. We are not responsible for losses incurred by you including, without limitation, the use of your Account by any person other than you, arising as the result of misuse of passwords.

8.21 Do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the Service or activities carried out as part of the Services or otherwise than in accordance with the terms of this Agreement. You agree that engaging in the above Restricted Activities diminishes your or other Sengai customers’ safe access and/or use of your Payment Instrument, Account or the Service generally.

9 Keeping your account safe. You agree to perform the following actions to keep your Payment Instrument safe:

9.1 Not engage in any of the Restricted Activities.

9.2 Keep the details of your password safe.

9.3 Not allow anyone else to have or use your password details.

9.4 Not disclose the details of your username or password except when using the Service.

9.5 Never write your password in a way that can be understood by someone else.

9.6 Not choose a password that is made more memorable to you such as a sequence of letters or numbers that may be easy to guess.

9.7 Take care to make sure that no one sees your password when you use it; and

9.8 Comply with all reasonable instructions we may issue regarding how you can keep your login details safe.

10 Your Liability – Actions We May Take

10.1 Your Liability. You are responsible for all Reversals, fees, fines, penalties and other liability incurred by Sengai, or a third party caused by your use of the Services and/or arising from your breach of this Agreement. You agree to reimburse Sengai, a User, or a third party for any and all such liability.

10.2 Actions by Sengai and issuing and acquiring financial institutions.

10.3 If we have reason to believe that you have engaged in any Restricted Activities, we may take various actions to protect Sengai, our other users, or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability.

10.4 We may contact third parties and disclose details of the Restricted Activities in the manner set out in our Privacy Policy.

10.5 We may request information from you or otherwise update inaccurate Information you provided us.

10.6 We may refuse to provide our Services to you in the future.

10.7 We may take legal action against you.

11 Data Policy.

11.1 Sengai reserves the right to request additional information from you, other than what is referred to in this Agreement, and you agree to comply with any request for further information as we reasonably require to enable us to provide a safe service for all users. This may include, without limitation, requiring you to fax, email or otherwise provide to us certain identification documents. You also agree to provide us, upon our reasonable request and at your own expense, information about your finance and operations, including, without limitation, your most recent financial statements (certified or otherwise).

11.2 Information and content you provide through usage, transactions and information provided by other users about you will be used to:

11.2.1 improve our service to you

11.2.2 provide measurements, analytics and other business services

11.2.3 promote safety, integrity and security for users

11.2.4 communicate with you from us or our partners for purposes of marketing communications

11.2.5 research and innovation for social good.

12 Governing Law and Jurisdiction. This Agreement and the relationship between us shall be governed by Republic of Zimbabwe laws. For complaints that cannot be resolved otherwise, you submit to the non-exclusive jurisdiction of the Republic of Zimbabwe courts arising out of or relating to this Agreement or the provision of our Services without prejudice to your right to also initiate a proceeding against the acquiring financial institution and/or merchant in that context before the competent courts of Zimbabwe.

13 No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

14 Limitations of Liability. Sengai and its parent stakeholders hold no (zero) liability for any activity related to your Sengai account.

15 No Warranty. We provide the Services to you subject to your statutory rights but otherwise provided without any warranty or condition, express or implied, except as specifically stated in this Agreement. Sengai does not have any control over the products or services that are paid for with our Service and Sengai cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction or is authorised to do so. Sengai does not guarantee continuous, uninterrupted or secure access to any part of our Service. We shall not be liable for any delay in the failure in our provision of the Services under this Agreement. You acknowledge your access to the website(s) may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Sengai will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and debit and credit cards are processed in a timely manner. We make every effort to ensure that the information contained in our correspondence, reports, on the website(s) and given verbally by our directors, officers and staff is accurate to the best of our belief at the time the information is provided. However, we cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by you. You must check all correspondence between us carefully and tell us as soon as possible if it includes something which appears to you to be wrong or not made in accordance with your instructions. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Sengai Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.

16 Definitions

16.1 “Account” or “Sengai Account” means a Personal, Business or Premier Account.

16.2 “Agreement” means this agreement including all subsequent amendments.

16.3 “Business Days” means a day (other than a Saturday or Sunday) 1

6.4 “calendar year” means 1 January to 31 December inclusive in any year.

16.5 “Claim” means a challenge to a payment that a sender of a payment files directly with Sengai, including, without limitation, challenges filed under Sengai Buyer Protection set out in section 13.

16.6 “Customer Service” is Sengai’s customer support which can be accessed online via the “Email Us” link on the “Contact Us” page or by calling the customer service number located on the Sengai website(s).

16.7 “Days” means calendar days.

16.8 “Dispute” means a dispute filed directly with Sengai in the Online Resolution Centre pursuant to section 13 of this Agreement.

16.9 “Fees” means those amounts stated in Schedule 1 to this Agreement.

16.10 “Information” means any confidential and/or personally identifiable information or other information related to an Account or User, including but not limited to the following: name, email address, post/shipping address, phone number and financial information.

16.11 “Online Resolution Centre” means the Sengai Resolution Centre which can be accessed via the “My Account” tab when you are logged into your Account or by any other means as Sengai may from time to time make available.

16.12 “Sengai,” “we,” “us” or “our” means Sengai and its member institutions.

16.13 “Sengai website(s)” means any URL, such as ”” , that we provide the Services to you.

16.14 “Policy” or “Policies” means any Policy or other agreement between you and Sengai that you entered into on the Sengai website(s), or in connection with your use of the Services.

16.15 “Policy Update” means a prior notice of Changes which Sengai may make available to you in writing.

16.16 “Restricted Activities” means those activities described in section 9 of this Agreement.

16.17 “Services” means all payment services and related products available through the Sengai website(s).

16.18 “Transaction Risk” means the risk of Sengai’s position being adversely affected with respect to any liability of yours to Sengai or any third party relating to any Commercial Transaction payment (including, without limitation,

(i) the risk relating to any Dispute, Claim, Chargeback, Reversal, fees, fines or penalties,

(ii) the risk of a seller not performing a contract with its buyers,

(iii) the risk of any other liability being incurred by Sengai (or any third party) related to the payment in question), in each case whether actual, anticipated by Sengai or believed by Sengai to exist. You may be notified from time to time about other specific circumstances where Transaction Risk arises (or is deemed to have arisen) for the purpose of this Agreement.

16.19 “Unauthorised Payment” means a challenge from a buyer claiming that he or she did not make the payment, and that the person who made the payment was not authorised.

16.20 “User,” “you” or “your” means you and any other person or entity entering into this Agreement with us or using the Service.

16.21 “Verified” means that you have completed our verification process in order to help establish your identity with Sengai.

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