Terms of Service

1.1 These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”, or “your”) and Noetic Labs (PTY) LTD (“Company”, “we”, “us”, or “our”), a company incorporated in Botswana, governing your access to and use of the Morokotso mobile application (“App” or “Service”).

1.2 By creating an account, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the App.

1.3 We reserve the right to modify these Terms at any time. We will notify you of material changes through the App or via SMS. Your continued use of the App after such notification constitutes acceptance of the modified Terms.

2.1 “Motshelo” means a traditional Botswana community savings group or rotating savings and credit association.

2.2 “Fund” means a savings group created and managed through the App.

2.3 “Administrator” means a User with administrative privileges for a specific Fund.

2.4 “Member” means a User who has joined a Fund.

2.5 “Contribution” means the periodic payment obligation of a Member to their Fund.

2.6 “Tab” means a loan or advance provided to a Member from their Fund.

3.1 Morokotso is a digital ledger and coordination platform designed to assist motshelo groups in managing their membership, tracking contributions, recording transactions, and maintaining financial records.

3.3 The App serves solely as a record-keeping and communication tool. All actual monetary transactions occur directly between Fund members outside of the App, using their own banking or mobile money accounts.

3.4 We are not regulated by the Bank of Botswana as we do not conduct deposit-taking, lending, or other regulated financial activities.

4.1 To use the App, you must:

• Be at least 18 years of age
• Be a resident of Botswana or have a valid Botswana mobile number
• Have the legal capacity to enter into binding contracts
• Not be prohibited by law from using such services

4.2 By using the App, you represent and warrant that you meet all eligibility requirements.

5.1 Registration: To use the App, you must create an account by providing your full name, Botswana mobile phone number, and creating a password. You must verify your phone number through a one-time password (OTP) sent via SMS.

5.2 Account Security: You are solely responsible for:

• Maintaining the confidentiality of your password and account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breach

5.3 Accuracy of Information: You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

5.4 One Account Per User: You may only maintain one active account. Creating multiple accounts is prohibited and may result in termination of all accounts.

6.1 Fund Creation: Users may create Funds through the App. The Fund creator becomes the initial Administrator.

6.2 Fund Settings: Administrators are responsible for configuring Fund settings including:

• Contribution amounts and frequencies
• Loan terms and interest rates (if applicable)
• Member permissions and visibility settings
• Payment methods and instructions
• Fees and penalties

6.3 Administrator Responsibilities: Fund Administrators are solely responsible for:

• The accuracy of Fund settings and records
• Approving or rejecting transactions
• Managing membership and invitations
• Resolving disputes between Members
• Ensuring compliance with all applicable laws

6.4 The Company is not responsible for any decisions made by Administrators or the consequences thereof.

7.1 Joining Funds: Users may join Funds by accepting an invitation from an Administrator or using a valid invitation code.

7.2 Contribution Obligations: By joining a Fund, you agree to the contribution obligations set by that Fund. Failure to meet contribution obligations may result in penalties as defined by the Fund and removal from the Fund.

7.3 Payment Methods: You may store payment method details (bank account or mobile money information) in your profile for reference purposes. The App does not process payments; all payments are made directly between parties using external payment systems.

7.4 Proof of Payment: You may be required to upload proof of payment (screenshots, receipts) for Administrator verification. You warrant that any proof of payment you submit is authentic and accurate.

8.1 Fund-to-Member Arrangements: Tabs represent loans or advances from a Fund to a Member. The terms of any Tab are determined by the Fund's settings and Administrator approval.

8.2 Not a Lending Service: The Company does not provide loans or credit. Any Tab is an arrangement between the Fund (represented by its members) and the borrowing Member. The Company merely records these arrangements.

8.3 Repayment: Tab repayments are the sole responsibility of the borrowing Member according to the terms agreed with the Fund.

9.1 Trial Period: New Funds receive a 60-day trial period during which the Service is provided free of charge.

9.2 Subscription Fees: After the trial period, Funds require an annual subscription to remain active. Subscription fees are payable by the Fund (typically by the Administrator on behalf of members).

9.3 Payment: Subscription payments are made via bank transfer or mobile money to the payment details provided in the App. The Company will verify payment through proof of payment submission.

9.4 Non-Payment: Funds that do not maintain active subscriptions may be placed in read-only mode or archived.

9.5 Refunds: Subscription fees are non-refundable except where required by law.

10.1 You agree not to:

• Use the App for any illegal purpose or in violation of any laws
• Submit false, misleading, or fraudulent information
• Submit fake or altered proof of payment documents
• Impersonate any person or entity
• Interfere with or disrupt the App's operation
• Attempt to gain unauthorized access to any systems
• Use the App to harass, threaten, or harm others
• Use automated systems to access the App without permission
• Circumvent any security measures
• Use the App for money laundering or terrorist financing

10.2 Violation of these prohibitions may result in immediate account termination and legal action.

11.1 The App, including its design, features, content, and underlying technology, is owned by the Company and protected by intellectual property laws.

11.2 We grant you a limited, non-exclusive, non-transferable license to use the App for its intended purpose in accordance with these Terms.

11.3 You may not copy, modify, distribute, sell, or lease any part of the App without our written consent.

12.1 Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12.2 By using the App, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

13.1 THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

13.2 WE DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.3 WE DO NOT WARRANT THAT:

• The App will be uninterrupted, secure, or error-free
• The results obtained from the App will be accurate or reliable
• Any errors will be corrected

13.4 We are not responsible for the conduct of any Users or the accuracy of information provided by Users.

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, data, or goodwill
• Any damages arising from disputes between Fund members
• Any losses resulting from unauthorized access to your account
• Any losses arising from reliance on information in the App
• Any damages exceeding the amount you paid to us in the 12 months preceding the claim

14.2 The Company is not liable for any financial losses, disputes, or damages arising from:

• Transactions between Fund members
• Non-payment of contributions by Members
• Default on Tab repayments
• Decisions made by Fund Administrators
• Mismanagement of Funds

15.1 You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including legal fees) arising from:

• Your use of the App
• Your violation of these Terms
• Your violation of any rights of third parties
• Any dispute between you and other Users

16.1 Disputes Between Users: Any disputes between Fund members must be resolved between the parties involved. The Company may, at its sole discretion, provide transaction records to assist in dispute resolution but is not obligated to mediate or resolve disputes.

16.2 Disputes With the Company: Any dispute arising from these Terms shall be:

• First, attempted to be resolved through good faith negotiation
• If negotiation fails, submitted to mediation in Gaborone, Botswana
• If mediation fails, resolved by arbitration under the rules of the Botswana Institute of Arbitrators

16.3 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of Botswana.

17.1 By You: You may terminate your account at any time by contacting us. Termination does not relieve you of any obligations incurred prior to termination.

17.2 By Us: We may suspend or terminate your account at any time, with or without cause, with or without notice, including for:

• Violation of these Terms
• Fraudulent or illegal activity
• Extended inactivity
• At the request of law enforcement

17.3 Effect of Termination: Upon termination, your right to use the App ceases immediately. We may retain your data as required by law or for legitimate business purposes.

18.1 Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company.

18.2 Severability: If any provision of these Terms is found unenforceable, the remaining provisions shall continue in effect.

18.3 Waiver: Our failure to enforce any provision shall not constitute a waiver of that provision.

18.4 Assignment: You may not assign your rights under these Terms. We may assign our rights without restriction.

18.5 Force Majeure: We shall not be liable for any failure to perform due to circumstances beyond our reasonable control.