PREPAYLYNK: TERMS OF SERVICE

These Terms of Service ("Terms") govern access to and use of PrePaylynk ("the Platform," "we," "us," or "our"), an online escrow application that allows a Buyer and a Seller to complete a transaction (an "Order") with funds held safely by PrePaylynk until agreed conditions are met.

By creating an account, funding an Order, or otherwise using the Platform, you ("User," "you") agree to be bound by these Terms, our Privacy Policy, and any category-specific rules referenced in Section 5. If you do not agree, you must not use PrePaylynk.

PrePaylynk acts solely as a neutral escrow intermediary. We are not a party to the underlying sale, lease, service, or other agreement between Buyer and Seller, and we do not guarantee the quality, legality, or delivery of any goods, property, or services exchanged through the Platform.

• "Buyer" means the User who pays funds into escrow for an Order.
• "Seller" means the User who is to receive the funds held in escrow once the conditions of the Order are satisfied.
• "Order" means a single escrow transaction created on the Platform, falling into one of the Categories listed in Section 5.
• "Initiating Party" means whichever User (Buyer or Seller) creates and starts the Order on the Platform.
• "Escrow Account" means the segregated holding account in which Order funds are held by PrePaylynk pending Release or Refund.
• "Platform Fee" means the service fee charged by PrePaylynk for the use of its escrow service, calculated as described in Section 7.
• "Release" means the transfer of escrowed funds (less applicable Platform Fees) from the Escrow Account to the Seller.
• "Refund" means the return of escrowed funds, in whole or in part, from the Escrow Account to the Buyer.
• "Dispute" means a disagreement raised by either party regarding an Order, handled under Section 9.
• "Category" means the line of business under which an Order is created: Real Estate, E-commerce, Freelance/Services, Vehicle Sales, or General/Other.

1. You must be at least 18 years old and capable of forming a legally binding contract under the laws of Uganda to use PrePaylynk.
2. You must provide accurate, current, and complete information during registration and keep it up to date.
3. PrePaylynk applies risk-based Know-Your-Customer (KYC) and Anti-Money-Laundering (AML) checks. Higher-value Categories (e.g., Real Estate, Vehicle Sales) require enhanced verification, which may include proof of identity, proof of address, and proof of funds or ownership documents before an Order can be funded or released.
4. We may suspend, limit, or decline to open or process an Order for any User who fails or refuses verification.

PrePaylynk holds Buyer funds in a segregated Escrow Account once an Order is created and funded. Funds are only Released to the Seller, or Refunded to the Buyer, in accordance with the conditions of the Order, the applicable Category policy in Section 5, mutual agreement of the parties, or a decision issued under the Dispute Resolution process in Section 9.

PrePaylynk does not inspect, appraise, title-search, or verify the goods, property, vehicles, or services underlying an Order unless an optional verification add-on is expressly purchased and confirmed in writing.

Every Order must be assigned to one of the following Categories at creation. Each Category carries its own dispute-resolution timeframe (Section 9) and, where applicable, its own fee treatment (Section 7.4), reflecting the differing risk, value, and complexity typical of that line of business.

  Category               | Typical Use Case                     | Relative Risk/Value
  ------------------------|---------------------------------------|--------------------
  Real Estate             | Property sale/lease deposits,        | High
                          | purchase price holding                |
  E-commerce (Goods)      | Physical or digital goods sold        | Low–Medium
                          | between Users                         |
  Freelance / Services    | Milestone or project-based service    | Medium
                          | payments                               |
  Vehicle Sales           | Cars, motorcycles, and other titled   | Medium–High
                          | vehicles                               |
  General / Other         | Any Order not fitting the categories  | Variable
                          | above                                  |

1. An Order may be initiated by either the Buyer or the Seller, who selects the Category, enters the Order value and currency, and describes the goods, property, vehicle, or services covered.
2. The counterparty must accept the Order terms before the Buyer is prompted to fund the Escrow Account.
3. An Order is considered "funded" only once cleared funds are confirmed in the Escrow Account. Sellers should not deliver goods, hand over property or vehicle possession, or begin services before funding is confirmed on the Platform.

7.1 Who Bears the Fee

The Platform Fee is borne by the Initiating Party: whichever User (Buyer or Seller) created the Order is responsible for the Platform Fee attached to it, regardless of which party ultimately deposits the funds.

7.2 Fee Collection on Release

Where an Order completes successfully and funds are Released to the Seller, the Platform Fee owed by the Initiating Party is collected at the point of Release. If the Seller was the Initiating Party, the fee is deducted directly from the Seller's payout. If the Buyer was the Initiating Party, the fee is collected from the Buyer as part of funding the Escrow Account, and the Seller receives the full Order value on Release.

7.3 Fee Treatment on Refunds

Fee treatment on a Refund depends on who initiated the Order:

• Seller-Initiated Order, Refunded: where the Seller initiated the Order and the outcome is a Refund to the Buyer, the Platform Fee is deducted from the Refund amount before it is returned. This reflects that PrePaylynk has already protected the Buyer by securing and returning their funds despite the Order not completing.
• Buyer-Initiated Order, Refunded: where the Buyer initiated the Order and the outcome is a Refund, the Platform Fee is waived in full and the Buyer receives back 100% of the funds held in escrow for that Order.

7.4 Schedule of Fees

Platform Fees are calculated as a percentage of Order value, a flat fee, or a combination of both, depending on Category, as set out below. PrePaylynk may update this Schedule from time to time in accordance with Section 18.

  Category               | Fee Structure                          | Rate / Amount
  ------------------------|------------------------------------------|--------------------------------------
  Real Estate             | Percentage of Order value                | [Insert %] (min. [Insert flat amount])
  E-commerce (Goods)      | Percentage of Order value                | [Insert %]
  Freelance / Services    | Percentage of Order/milestone value      | [Insert %]
  Vehicle Sales           | Flat fee or percentage (whichever        | [Insert flat amount] / [Insert %]
                          | is greater)                              |
  General / Other         | Flat fee                                 | [Insert flat amount]

All fees are shown and confirmed to the Initiating Party before an Order is created, and displayed to both parties before funding.

1. Funds are Released to the Seller when the Buyer confirms receipt and satisfaction of the goods, property, vehicle, or services covered by the Order.
2. Where an Order is milestone-based (typically Freelance/Services and certain Real Estate Orders), the Buyer confirms and Releases funds per milestone as each is completed and accepted.
3. If the Buyer does not confirm receipt and does not raise a Dispute within the applicable Category window in Section 9.2, the Order does not auto-release. Funds remain locked in the Escrow Account until PrePaylynk support or an authorised administrator reviews the Order and either releases the funds, initiates a Refund, or opens the matter as a Dispute for resolution.
4. PrePaylynk may request supporting evidence of delivery, completion, or transfer (e.g., proof of delivery, signed handover, title transfer documents) before authorising Release on categories where this is standard practice.

9.1 General Principles

Either Buyer or Seller may raise a Dispute regarding an Order at any time before funds are Released or Refunded. Each Category is governed by its own Dispute Resolution Policy, reflecting the time reasonably needed to investigate and resolve issues of that nature and value. All Disputes are handled in good faith, based on evidence submitted by both parties, and PrePaylynk's decision is made on a balance of probabilities from the information available.

9.2 Category-Specific Timeframes

The table below sets out, per Category, the window to raise a Dispute after delivery/completion is marked, and the target timeframe for PrePaylynk to resolve it once opened. Higher-value, higher-complexity Categories are allocated longer windows.

  Category            | Window to Raise Dispute      | Target Resolution Time | Typical Process
  ---------------------|-------------------------------|--------------------------|--------------------------------------------
  E-commerce (Goods)   | 5 business days from delivery | 3–5 business days        | Evidence review (photos, tracking,
                       |                               |                          | messages); admin decision
  Freelance / Services | 7 business days per milestone | 5–7 business days        | Deliverable review against agreed scope;
                       |                               |                          | admin decision
  Vehicle Sales        | 10 business days from handover| 7–10 business days       | Documentation, inspection report, and
                       |                               |                          | title review
  Real Estate          | 14 business days from         | 15–30 business days      | Document verification, may include
                       | handover/closing              |                          | third-party or legal review
  General / Other      | 5 business days               | 5–7 business days        | Case-by-case admin review

9.3 Dispute Process

1. Either party opens a Dispute through the Platform, stating the reason and desired outcome.
2. The counterparty is notified and has a set period (as shown per Category, generally half of the resolution window) to respond with their evidence.
3. PrePaylynk reviews all evidence submitted and, where necessary, may request additional documentation or clarification from either party.
4. PrePaylynk issues a decision to Release the funds to the Seller, Refund the Buyer in full or in part, or split the funds between the parties, and processes the outcome accordingly, including any fee treatment under Section 7.3.

9.4 Appeals

A party who disagrees with a Dispute decision may request a single internal review within 5 business days of the decision, by submitting new evidence not previously considered. PrePaylynk's decision on review is final and binding for the purposes of the Platform, without prejudice to either party's right to pursue the matter through the courts or arbitration as set out in Section 17.

Refunds are processed to the original payment method or payment channel used to fund the Escrow Account, in the same currency in which the Order was funded, subject to the fee treatment described in Section 7.3.

Refunds are issued: (a) by mutual agreement of both parties; (b) following a Dispute decision under Section 9; or (c) where PrePaylynk is unable to verify or process an Order due to failed verification, suspected fraud, or a breach of these Terms.

PrePaylynk supports Orders in multiple currencies, as selected by the Initiating Party at Order creation and agreed by the counterparty. Where a currency conversion is required between the Buyer's funding currency and the Seller's payout currency, prevailing exchange rates and any conversion fee will be disclosed before the Order is funded. Refunds are issued in the original funding currency; PrePaylynk is not responsible for exchange-rate movements between funding and Refund or Release dates.

• Using PrePaylynk for any illegal purpose, or for goods, property, vehicles, or services that are illegal to sell, own, or transfer in Uganda.
• Providing false, misleading, or fraudulent information about an Order, identity, or supporting documentation.
• Attempting to bypass escrow (e.g., soliciting payment outside the Platform for an Order created on PrePaylynk).
• Using the Platform to launder money or finance any unlawful activity.
• Interfering with, reverse-engineering, or attempting to disrupt the Platform's operation or security.

PrePaylynk may suspend an Order, freeze funds pending investigation, refuse service, or report conduct to relevant Ugandan authorities where it reasonably believes a violation of this Section has occurred.

PrePaylynk provides the escrow service on an "as is" and "as available" basis. To the maximum extent permitted under Ugandan law, PrePaylynk disclaims all warranties regarding the goods, property, vehicles, or services underlying any Order, and is not liable for the acts, omissions, misrepresentations, or performance of any Buyer or Seller.

PrePaylynk's total liability to any User arising from or related to an Order or these Terms shall not exceed the Platform Fee actually paid on that Order, except where liability cannot lawfully be limited or excluded.

You agree to indemnify and hold harmless PrePaylynk, its officers, employees, and agents from any claim, loss, liability, or expense (including reasonable legal fees) arising from your use of the Platform, your breach of these Terms, or your violation of any law or third-party right in connection with an Order.

PrePaylynk may suspend or terminate a User's account, with or without notice, for breach of these Terms, suspected fraud, failed verification, or as required by law. Users may close their account at any time provided there are no Orders with funds currently held in escrow.

PrePaylynk processes personal data in accordance with the Data Protection and Privacy Act, 2019 (Uganda) and our Privacy Policy, which forms part of these Terms by reference. This includes data collected for KYC/AML verification, transaction processing, and Dispute resolution.

These Terms are governed by the laws of the Republic of Uganda. Any dispute arising out of or relating to these Terms that is not resolved through the internal process in Section 9 shall first be referred to good-faith negotiation, and failing resolution within 30 days, shall be submitted to arbitration under the Arbitration and Conciliation Act (Cap. 4, Laws of Uganda) seated in Kampala, or, at either party's election for consumer disputes, to the competent courts of Uganda.

PrePaylynk may update these Terms from time to time. Material changes will be notified to Users through the Platform or by email at least [Insert Number] days before taking effect. Continued use of PrePaylynk after the effective date of any update constitutes acceptance of the revised Terms.

• Entire Agreement: These Terms, together with the Privacy Policy and any Category-specific rules, constitute the entire agreement between you and PrePaylynk regarding use of the Platform.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Force Majeure: PrePaylynk is not liable for delays or failures caused by events beyond its reasonable control, including power or network outages, regulatory action, or payment-processor failures.
• Assignment: You may not assign your rights or obligations under these Terms without PrePaylynk's prior written consent; PrePaylynk may assign these Terms in connection with a merger, acquisition, or sale of assets.

For questions about these Terms, an Order, or a Dispute, contact PrePaylynk Support:

• Email: info@prepaylynk.com
• Phone: +256 788 127 712
• Registered Address: Najjera, Busibante Road, Kampala, Uganda
• Support Hours: 10:00 AM to 4:00 PM