Terms of Service

1.1 These Terms of Service govern the relationship between you ("you", "your", "User") and Bowline Knot Company Limited, a company incorporated in Uganda with registered office at Plot 8, Spring Road, Nakawa, Kampala ("OmutiClub", "we", "us", "our"), in respect of your access to and use of the OmutiClub mobile application, website, and related services (the "Services").

1.2 The following documents together constitute one agreement between you and us (the "Agreement"): (a) these Terms of Service; (b) the OmutiClub Privacy Policy; (c) the in-app Customer Information you provide on registration and as updated from time to time, including KYC and risk-profile information; (d) any Club Constitution you adopt or accept inside the App; and (e) any product-specific terms or fund scheme documents we make available in the App in respect of investment products offered by third-party providers.

1.3 We are NOT licensed by the Bank of Uganda ("BoU") or the Capital Markets Authority of Uganda ("CMA") and we do not carry on regulated banking, fund management, brokerage, dealing or investment advisory business. Investment products are issued, managed and operated by regulated fund and asset managers (the "Fund Manager") under their own regulatory licence. Client money is held with Stanbic Bank Uganda Limited (the "Custodian").

1.4 By creating an account, ticking the in-app acceptance box or otherwise using the Services, you confirm that you have read, understood and agree to be bound by the Agreement. If you do not agree, do not use the Services.

1.5 The Agreement takes effect on the date you accept it in the App and continues until terminated under section 22.

2.1 In the Agreement:

"App" means the OmutiClub mobile application for iOS and Android and any web equivalent.

"Business Day" means any day other than a Saturday, Sunday or public holiday in Uganda.

"Club" means a savings and/or investment group constituted by Users inside the App.

"Club Constitution" means the in-app rule-set adopted by a Club governing membership, contributions, voting, loans, and dissolution.

"Custodian" means Stanbic Bank Uganda Limited.

"Cut-off Time" means 10:00 East Africa Time on a Business Day, by which an Order must be received to be transmitted that Business Day.

"Fund Manager" means CMA-regulated unit trust managers and fund managers.

"KYC" means Know-Your-Customer and Customer Due Diligence as required by the Anti-Money Laundering Act, 2013 (as amended) and regulations made under it.

"Omnibus Account" means a designated client account in the name of OmutiClub or its nominee at the Custodian and Fund Manager, in which Users' funds are held in pooled form on behalf of Users.

"Order" means an instruction you submit through the App to subscribe for, switch or redeem units in a fund.

"Services" means as defined in clause 1.1 and described in section 3.

"Withdrawal Fee" means the 0.5% fee payable on Wallet withdrawals as set out in section 17.

2.2 References to statutes, regulations or rules are to those instruments as amended, restated or replaced from time to time. Headings are for convenience only and do not affect interpretation.

3.1 OmutiClub provides a technology platform that allows you to: (a) open and operate a personal account; (b) complete KYC; (c) fund your Wallet by bank transfer or other supported channels; (d) submit Orders that we transmit to the Fund Manager on your behalf as your agent; (e) view your Unit holdings and transaction history; (f) form, join and operate Clubs, including making contributions, holding votes, and requesting and paying Club-managed loans; and (g) withdraw funds from your Wallet to your nominated bank account.

3.2 In transmitting Orders, we act solely as your agent. We do not act as principal, market maker, fund manager or adviser, and we do not deal on our own account.

3.3 We may add, modify, suspend or remove Services or supported third-party providers at our reasonable discretion. We will give reasonable in-app and email notice where any such change materially and adversely affects you.

3.4 The Services are intended only for natural persons aged 18 or over who are resident in Uganda or such other jurisdictions as we may permit from time to time. The Services are not directed to U.S. Persons or to any person where local law would prohibit our offering them.

4.1 Information provided in the App, including educational content, calculators, fund factsheets, performance figures and notifications, is general information only. It is not personal financial, investment, legal or tax advice and does not take into account your individual circumstances, objectives or needs.

4.2 You are solely responsible for your investment decisions. You should read the Fund Manager's scheme documents, fact sheets and, if needed, obtain independent advice from a person licensed under the Capital Markets Act before investing.

4.3 If we draw to your attention that a particular Order may not be suitable, but you instruct us to proceed, we will treat the Order as execution-only and act on your instruction without further enquiry.

4.4 We do not provide tax or legal advice. You are responsible for your own tax position, including any withholding or reporting obligations.

5.1 To open an account you must complete in-app registration and KYC, including providing a valid government-issued identity document, a selfie, your TIN where applicable, residential address, and source-of-funds information.

5.2 We may use third-party identity verification, sanctions and politically-exposed-person (PEP) screening providers. By opening an account you consent to such screening, and to ongoing screening for the duration of the Agreement.

5.3 We may refuse to open an account, refuse any Order, freeze your Wallet, or terminate your account if we are unable to complete KYC, if we have reasonable grounds to suspect money laundering, terrorism financing, fraud, sanctions breach or other unlawful activity, or if required to do so by law, court order or by the Financial Intelligence Authority ("FIA").

5.4 You undertake to keep your KYC information accurate and up to date and to notify us promptly of material changes.

6.1 You must access the App using your registered credentials and any biometric or PIN authentication you enable. You are responsible for keeping your device, credentials, biometrics and PIN secure.

6.2 Any Order or other instruction submitted from your account using your authenticated credentials, biometric or PIN will be deemed to have been given by you and is binding. We may rely on it without further verification.

6.3 We may refuse to act on any instruction at our reasonable discretion, including where: (a) your Wallet has insufficient cleared funds; (b) the instruction breaches the Agreement, applicable law or AML/sanctions screening; (c) it breaches an applicable Club Constitution or Club governance rule; or (d) the Fund Manager rejects or is unable to accept the Order.

6.4 We will not accept Orders given by telephone, email, SMS or chat. The App is the sole authorised channel.

7.1 Orders received and validated before the Cut-off Time on a Business Day will be transmitted to the Fund Manager that Business Day. Orders received after the Cut-off Time, or on a non-Business Day, will be transmitted on the next Business Day.

7.2 Subscriptions and redemptions are priced at the unit price determined by the Fund Manager in accordance with the relevant scheme documents. The actual price applied to your Order may differ from the indicative price shown in the App at the time you submit the Order.

7.3 We may aggregate Orders from multiple Users and submit them to the Fund Manager as a single subscription or redemption from the Omnibus Account. Aggregation will be allocated among participating Users on a fair and equitable basis.

7.4 Orders are subject to any minimum subscription, minimum redemption, maximum holding or other limits set by the Fund Manager. We will reject Orders that do not satisfy these limits and notify you in the App.

8.1 We will make a confirmation of each transaction available in the App as soon as reasonably practicable after we receive confirmation from the Fund Manager. Statements showing your Wallet balance, Unit holdings and transactions will be available continuously in the App.

8.2 You must review confirmations and statements promptly. Any confirmation or statement will be deemed correct and binding on you unless you notify us in writing of an error within three (3) Business Days of it being made available in the App, or such longer period as we may agree in our discretion.

8.3 You consent to receive all communications, statements, notices and disclosures electronically through the App and/or to your registered email or phone number.

9.1 Funds you deposit through the App are client money. They are held by the Custodian in the Omnibus Account, segregated from OmutiClub's own funds. We track your individual entitlement in the Wallet ledger maintained inside the App and reconcile it daily.

9.2 Wallet balances are NOT deposits with OmutiClub. OmutiClub is not a bank and is not licensed by the Bank of Uganda. Wallet balances are NOT covered by the Deposit Protection Fund of Uganda.

9.3 Interest, where payable on uninvested Wallet balances, will be credited to your Wallet at the end of each day at the rate notified in the App. We may change the rate at any time and will notify you in the App. We do not guarantee that interest will be payable.

9.4 Funds passed to the Fund Manager for the purchase of Units cease to be client money in the Omnibus Account and are held by or on behalf of the Fund Manager in accordance with their scheme documents and applicable law.

9.5 If your account remains inactive for six (6) consecutive years and we are unable to contact you, we will deal with your Wallet balance in accordance with applicable Ugandan law and Bank of Uganda guidance applicable to dormant accounts at the Custodian.

10.1 Units subscribed for through the Services are held in the Fund Manager's register in the name of OmutiClub (or its nominee) on a pooled, omnibus basis on behalf of Users. Your beneficial entitlement to Units is recorded in the App ledger.

10.2 You will not receive a separate unit certificate. Corporate actions such as distributions, switches, fund mergers or scheme changes will be applied at the omnibus level and allocated to Users pro-rata in accordance with the App ledger.

10.3 In the unlikely event of an irreconcilable shortfall in the omnibus holding following a default by the Custodian, the Fund Manager or any sub-custodian, you may share in that shortfall on a pro-rata basis with other affected Users.

10.4 Where the Fund Manager invites unit-holder votes or similar entitlements, we may either (a) seek your instructions through the App where reasonably practicable, or (b) abstain. We are not obliged to exercise voting rights on your behalf.

11.1 We may reverse any credit to your Wallet or Unit holding if the corresponding payment from you, the Custodian, the Fund Manager or any payment provider is reversed, charged back or not received in cleared funds.

11.2 We may set off any amount you owe us under the Agreement against any amount standing to the credit of your Wallet or any other account you hold with us.

11.3 Where you fail to settle any amount due, breach the Agreement or where required by law, we may suspend access to the Services, freeze your Wallet, decline Orders, or, on three (3) Business Days' prior in-app notice (or immediately where the law or fraud risk requires), redeem Units held for you and apply the proceeds against amounts due.

12.1 You acknowledge that all investment is subject to risk and that we give no warranty as to the performance or profitability of any product or your account.

12.2 Specific risks include: (a) market risk; (b) credit and counterparty risk in respect of the Custodian, the Fund Manager and underlying issuers; (c) liquidity risk, including delays in redemption proceeds where the Fund Manager imposes gates or suspensions; (d) operational and technology risk, including outages, cyber events and mobile-network failures; (e) regulatory risk, including changes in tax or financial-services rules; and (f) Club-specific risks, including default by other Club members on Club-managed loans.

12.3 Where Units are denominated in a currency other than Uganda Shillings, you will additionally be exposed to foreign-exchange risk. We will state clearly in the App where this is the case.

13.1 We operate an independence policy designed to ensure that you are treated fairly. Notwithstanding this policy, conflicts of interest may arise. The following are not exhaustive: (a) OmutiClub may receive a distribution commission or trail fee from the Fund Manager in respect of Orders we transmit. Any such payment is made by the Fund Manager out of fund-level fees and is not an additional charge to you; (b) our directors, employees, and their connected persons may hold Units or invest through the App on the same terms as other Users; (c) we may negotiate preferential commercial terms with one Fund Manager that are not available with another; (d) we may from time to time add new Fund Managers, distributors, payment partners or service providers in which we have, or develop, a commercial interest.

13.2 We are not obliged to disclose to you when we receive any distribution commission or trail fee from a Fund Manager in respect of products you subscribe for through the Services.

14.1 Nature of Clubs. A Club is a private association of Users that uses the App's Club tools to manage shared savings, group investment and member-led loans. Each Club must adopt an in-app Club Constitution. The Club, not OmutiClub, is the contracting body in respect of all Club-internal matters.

14.2 Club Constitution. The Club Constitution sets out, at minimum: name and purpose; admission and exit of members; contribution amounts and frequency; office-bearers and their fiduciary duties; quorum and voting thresholds for ordinary and special resolutions; loan eligibility, interest rate, tenor, security and default consequences; profit/loss sharing; dispute resolution within the Club; and procedure for amendment and dissolution. Default thresholds, where the Club does not specify otherwise, are: simple majority for ordinary decisions; two-thirds majority for amendments; and three-quarters majority for dissolution.

14.3 Club-managed Loans. Loans between a Club and its members are contracts between those members. OmutiClub is not a lender, guarantor, collector or party to any Club loan. We provide ledger and notification tools only. Recovery of defaulted Club loans is the sole responsibility of the Club, acting in accordance with its Constitution and applicable law.

14.4 Club Funds and Member Exit. Club funds, member exit and dissolution are managed in accordance with the respective Club Constitution.

15.1 You warrant and undertake to us, on a continuing basis, that: (a) you are aged 18 or over and have full legal capacity to enter into the Agreement; (b) you are resident in Uganda or another jurisdiction in which we have made the Services available, and you are not a U.S. Person; (c) you are not subject to any sanctions list and, if you are a politically exposed person, you have disclosed that fact to us; (d) the funds you deposit are derived from lawful sources and are beneficially owned by you; (e) the information you provide for KYC and otherwise is true, accurate, complete and not misleading, and you will keep it updated; (f) you have authority to bind any Club for which you act as an office-bearer in the App; (g) you will comply with all applicable laws, regulations and the Agreement; and (h) you will not use the Services for any unlawful, fraudulent, market-abusive or harmful purpose, and will not reverse-engineer, scrape, automate access to or interfere with the App.

16.1 You must not: (a) impersonate another person or use false identification; (b) circumvent or attempt to circumvent KYC, sanctions or fraud controls; (c) use the Services to launder money, finance terrorism, evade taxes or sanctions; (d) attempt to access the Services from any jurisdiction where it would be unlawful.

16.2 We may, with or without notice, suspend, restrict or terminate your access to the Services for breach of this section, and report unlawful activity to the FIA, BoU, CMA or other competent authority.

17.1 The Withdrawal Fee is 0.5% of the gross amount of each Wallet withdrawal. We will display the fee in the App before you confirm the withdrawal and will deduct it from your Wallet at the time the withdrawal is processed.

17.2 You authorise us to debit your Wallet for the Withdrawal Fee and for any pass-through charges levied by your bank, mobile network operator, payment switch (e.g. Pesapal) or the Custodian in respect of the withdrawal channel you select. These pass-through charges are not retained by OmutiClub.

17.3 The Fund Manager applies fund-level fees (including any management fee, total expense ratio and switching charges) directly within the fund. These reduce the unit price and are not separately charged by us. Tax (including any withholding tax on interest or distributions) is applied at source where required by law.

17.4 We may receive a distribution commission or trail fee from the Fund Manager in respect of subscriptions transmitted through the Services. Any such payment is made by the Fund Manager out of fund-level fees and is not an additional charge to you.

17.5 We may change the Withdrawal Fee or introduce new User-facing fees only on at least thirty (30) days' prior in-app and email notice. If you do not agree to the change, you may close your account before the change takes effect, without penalty other than completion of in-flight Orders.

18.1 We will use reasonable care and skill in providing the Services.

18.2 To the maximum extent permitted by law, we are not liable for: (a) any loss arising from acts, omissions or default of the Custodian, the Fund Manager, any sub-custodian, any payment-service provider, telecommunications operator or mobile network operator; (b) any loss arising from your failure to keep your credentials, biometric or PIN secure, or from instructions given through your authenticated account; (c) any loss arising from market movements, fund suspensions, gates, or the performance of any investment; (d) any indirect, incidental, special, punitive or consequential loss, or loss of profit, revenue, opportunity, goodwill or data.

18.3 Subject to clause 18.4, our total aggregate liability to you under or in connection with the Agreement in any twelve-month period is limited to the greater of: (a) the total fees actually paid by you to OmutiClub in that period; and (b) Uganda Shillings five hundred thousand (UGX 500,000).

18.4 Nothing in the Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, gross negligence or wilful default.

18.5 You will indemnify us and our directors, officers, employees and agents against all claims, losses, costs and expenses arising from: (a) your breach of the Agreement or applicable law; (b) any false or misleading information you provide; (c) misuse of the Services; or (d) third-party claims relating to your activities in a Club.

19.1 We may delegate any of our functions to third-party service providers, including KYC and identity verification vendors, cloud infrastructure providers, analytics and crash-reporting providers, and communications providers, and disclose to them such information as is necessary for them to perform those functions, in accordance with the Privacy Policy.

19.2 You may not assign, transfer or charge any of your rights or obligations under the Agreement. We may transfer our rights and obligations to a member of our group or a successor business on at least thirty (30) days' prior in-app notice; we will only do so where the transferee is reasonably capable of performing the obligations and you will not be materially worse off as a result.

20.1 We may give you notice through the App, by email to your registered address, by SMS or by push notification. A notice is deemed given when sent. Notices to us must be sent to support@omuticlub.com.

20.2 We may record any voice or video call with our customer-support team for quality, training, regulatory, fraud-prevention and dispute-resolution purposes, and use the recording in evidence where required.

21.1 We may amend the Agreement from time to time. We will give at least thirty (30) days' prior in-app and email notice of any change that materially and adversely affects you. Other changes (including drafting corrections, addition of new Services, or changes required by law) take effect on posting in the App.

21.2 Your continued use of the Services after a change takes effect constitutes acceptance of the amended Agreement. If you do not agree, you may close your account under section 22.

22.1 You may close your account at any time through the App, or by written notice to support@omuticlub.com. On closure, you must redeem any Units you hold and withdraw your Wallet balance to a verified bank account in your name.

22.2 We may suspend or terminate your access immediately where: (a) you breach the Agreement; (b) we are required to do so by law, court order, or by the FIA, BoU, CMA or any other competent authority; (c) we have reasonable grounds to suspect fraud, money laundering, sanctions breach or other unlawful conduct; or (d) the Custodian or the Fund Manager refuses to continue the relationship in respect of you.

22.3 We will tell you the general reason for suspension or termination, except where prohibited by law (for example, under AML "tipping-off" rules), and offer you a reasonable opportunity to respond before termination where it is safe and lawful for us to do so.

22.4 Termination does not affect accrued rights, obligations to settle outstanding transactions, or sections that by their nature survive termination (including sections 9, 10, 17, 18, 19, 24, 25, 26 and 27).

We are not liable for any failure or delay in performing our obligations to the extent caused by an event beyond our reasonable control, including acts of God, war, civil unrest, pandemic, regulatory action, telecommunications, mobile-network or internet failure, power failure, cyber-attack, or failure of the Custodian, the Fund Manager or any payment provider.

24.1 If you have a complaint, please raise it in the App or by email to support@omuticlub.com. We will acknowledge your complaint within one (1) Business Day and aim to provide a substantive response within three (3) days of receipt.

24.2 If you are not satisfied with our response, you may escalate the matter to the relevant competent authority, which depending on the subject matter may include the Bank of Uganda, the Capital Markets Authority of Uganda, the Uganda Communications Commission, the Personal Data Protection Office, or seek redress through the courts of Uganda or arbitration as set out in section 26.

25.1 We will treat your personal information in accordance with the Privacy Policy and the Data Protection and Privacy Act, 2019. We may disclose information about you, your Wallet, your Orders or your account where required to do so by law, court order or a lawful demand by the FIA, BoU, CMA, Uganda Revenue Authority or other competent authority, and for the purposes set out in the Privacy Policy.

26.1 The Agreement is governed by the laws of the Republic of Uganda.

26.2 Subject to section 24 (Complaints), any dispute arising out of or in connection with the Agreement that the parties cannot resolve amicably within thirty (30) days will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, Cap 4 of Uganda. The seat of arbitration will be Kampala. The tribunal will consist of one arbitrator. The language of the arbitration will be English. Either party retains the right to seek urgent injunctive or interim relief from the courts of Uganda.

27.1 Apple App Store. Where you obtain the App from the Apple App Store: (a) the Agreement is between you and OmutiClub only, and not with Apple; (b) Apple has no obligation to provide any maintenance or support for the App; (c) Apple is not responsible for addressing any claims by you or any third party relating to the App, including product-liability, consumer-protection or intellectual-property claims; (d) you represent that you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and that you are not on any U.S. Government list of prohibited or restricted parties; and (e) Apple and Apple's subsidiaries are third-party beneficiaries of the Agreement and, upon your acceptance, will have the right to enforce the Agreement against you as a third-party beneficiary.

27.2 Google Play Store. Where you obtain the App from the Google Play Store, your use is also subject to the Google Play Terms of Service. We comply with Google Play's Financial Services policy, including by clearly identifying the Fund Manager and the Custodian, the Withdrawal Fee, and the risks of investing in the App and in this document.

27.3 Devices, Updates and Permissions. You are responsible for the device, operating system, internet access and any data charges required to use the App. We may release updates and may require you to install them to continue using the Services. The App requests certain device permissions for specific purposes set out in the Privacy Policy.

28.1 If any provision of the Agreement is held to be invalid or unenforceable, the remainder remains in full force.

28.2 No failure or delay by us in exercising any right under the Agreement is a waiver of that right.

28.3 The Agreement is the entire agreement between you and us in relation to the Services and supersedes all prior discussions and representations.

28.4 A person who is not a party to the Agreement has no right to enforce it, except as expressly stated (including, where applicable, Apple under section 27.1).