SEEDWISE CAPITAL LTD

TERMS AND CONDITIONS OF SERVICE

Governing Lending, Investment & Platform Use  |  Version 2.0

 

IMPORTANT NOTICE — PLEASE READ CAREFULLY

These Terms and Conditions constitute a legally binding agreement between you and SeedWise Capital Ltd. By accessing our platform or engaging in any financial activity through SeedWise, you acknowledge that you have read, understood, and unconditionally agree to be bound by these Terms in their entirety. If you do not agree, you must immediately cease use of the platform.

 

1

INTRODUCTION & DEFINITIONS

 

1.1 About SeedWise Capital Ltd

SeedWise Capital Ltd (“SeedWise”, “the Company”, “we”, “us”, or “our”) is a financial services company incorporated under the laws of Uganda, providing digital solutions for money lending, investment management, and related financial services through its platform at https://seedwise.ug (“the Platform”).

 

1.2 Definitions

For the purposes of these Terms, the following definitions shall apply:

 

“Agreement”

These Terms and Conditions, together with any applicable Investment Agreement, Loan Agreement, or Addendum signed between the parties.

“Investor”

Any individual or entity that deposits funds with SeedWise for the purpose of earning returns through the investment programs offered on the Platform.

“Borrower”

Any individual or entity that applies for and receives a loan facilitated through the SeedWise Platform.

“Investment Principal”

The total amount of capital deposited by an Investor under a specific investment cycle.

“Investment Maturity Date”

The agreed date upon which an investment cycle concludes and the Principal plus earned returns become payable.

“Lock-in Period”

The fixed duration during which an Investor’s funds are committed to the Platform and may not be withdrawn, as specified in the relevant Investment Agreement.

“Default”

The failure by a Borrower to meet repayment obligations as stipulated in the applicable Loan Agreement.

“Platform”

The SeedWise digital interface, mobile application, web application, and associated systems through which services are delivered.

“KYC”

Know Your Customer — the identity verification process required before accessing the Platform’s financial services.

 

2

ACCEPTANCE OF TERMS & ELIGIBILITY

 

2.1 Acceptance

By registering on the Platform, making any deposit, applying for a loan, clicking “I Agree,” or otherwise engaging with SeedWise services, you confirm your unconditional acceptance of these Terms. These Terms supersede any prior verbal or written representations.

 

2.2 Eligibility Requirements

To access SeedWise services, you must:

  • Be at least 18 years of age, or the legal age of majority in your jurisdiction, whichever is higher;
  • Be a legal resident or entity validly incorporated under the laws of Uganda or another jurisdiction acceptable to SeedWise;
  • Have the legal capacity to enter binding contracts;
  • Successfully complete SeedWise’s KYC and due diligence processes;
  • Not be subject to any regulatory sanctions, court orders, or legal restrictions that would prohibit participation in financial services.

 

2.3 KYC & Due Diligence

SeedWise reserves the right to request any documents or information it deems necessary for identity verification and risk assessment. These may include, but are not limited to, national identification, proof of address, source of funds declarations, and tax identification numbers. Failure to provide accurate and complete information may result in suspension or termination of your account, with or without notice.

 

3

ACCOUNT REGISTRATION & SECURITY

 

3.1 Account Creation

You agree to provide accurate, complete, and current information during registration. You are responsible for keeping your account information up to date. Providing false or misleading information is a material breach of these Terms and may result in immediate account termination and legal action.

 

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You agree to:

  • Use a strong, unique password and change it periodically;
  • Enable two-factor authentication where available;
  • Notify SeedWise immediately at info@seedwise.ug upon discovering or suspecting any unauthorised access;
  • Not share your credentials with any third party under any circumstances.

 

SeedWise shall not be liable for any loss or damage arising from your failure to comply with these security obligations.

 

3.3 Account Suspension & Termination

SeedWise reserves the right to suspend, restrict, or permanently terminate your account at its sole discretion, with or without prior notice, if:

  • You breach any provision of these Terms;
  • Fraudulent, illegal, or suspicious activity is detected on your account;
  • You provide false or misleading information;
  • Regulatory or legal requirements mandate such action;
  • Your conduct is deemed harmful to SeedWise, its users, or its reputation.

 

Upon termination, any outstanding obligations — including loan repayments — remain fully enforceable. Outstanding investor balances will be processed in accordance with Section 5 and any applicable Investment Agreement.

 

4

BORROWER TERMS & LOAN CONDITIONS

 

NOTICE TO BORROWERS

Loans advanced through SeedWise are legally binding obligations. Failure to repay constitutes a breach of contract and will trigger enforcement mechanisms including credit reporting, debt collection, and legal action. Do not borrow more than you can afford to repay.

 

4.1 Loan Application & Approval

All loan applications are subject to SeedWise’s credit assessment process. Approval is at the sole discretion of SeedWise and is not guaranteed. SeedWise considers factors including but not limited to: creditworthiness, income verification, repayment history, and collateral where applicable.

 

4.2 Loan Agreement

Upon approval, a separate Loan Agreement shall be executed setting out:

  • The approved Principal amount;
  • The applicable interest rate (fixed or variable, as specified);
  • The repayment schedule, including instalment amounts and due dates;
  • Any collateral or security arrangement;
  • Applicable fees, including processing, administration, and late payment fees;
  • The consequences of Default.

 

The Loan Agreement forms part of and is to be read together with these Terms.

 

4.3 Interest & Fees

Interest shall accrue on the outstanding loan balance at the rate specified in the Loan Agreement. Where a borrower fails to make payment on or before the due date, a late payment penalty of not less than five percent (5%) per month on the overdue amount shall apply, without prejudice to any other right or remedy of SeedWise.

 

4.4 Repayment Obligations

Borrowers are obligated to repay the full loan amount, including accrued interest and applicable fees, in accordance with the agreed repayment schedule. Repayments are to be made through the designated channels on the Platform. SeedWise does not accept cash repayments unless expressly agreed in writing.

 

4.5 Default & Enforcement — Protection Against Bad Debtors

A Borrower shall be in Default where:

  • Any repayment instalment remains unpaid for more than seven (7) calendar days beyond its due date;
  • The Borrower provides materially false information in any application or communication;
  • The Borrower disposes of collateral without prior written consent from SeedWise;
  • The Borrower becomes insolvent, bankrupt, or enters into any arrangement with creditors;
  • Any other event occurs that, in SeedWise’s reasonable opinion, materially impairs the Borrower’s ability to repay.

 

Upon Default, SeedWise shall have the right, without further notice, to:

  1. Declare the entire outstanding loan balance immediately due and payable;
  2. Apply any funds held in the Borrower’s account towards the outstanding debt;
  3. Enforce any security or collateral held;
  4. Report the Default to credit reference bureaus in Uganda and, where applicable, internationally;
  5. Engage debt collection agencies or legal counsel for recovery;
  6. Initiate civil proceedings in the courts of Uganda for the full amount owed, plus accrued interest, penalties, and all legal costs;
  7. Publish a notice of Default through lawful channels where permitted by applicable law.

 

CREDIT BUREAU REPORTING

SeedWise reserves the right to report delinquent borrower accounts to licensed credit reference bureaus in Uganda. Such reporting may adversely affect a borrower’s credit score and ability to access financial services in future. This is not a threat but a lawful mechanism to maintain the integrity of the SeedWise lending ecosystem.

 

4.6 Borrower’s Right to Early Repayment

A Borrower may repay all or part of an outstanding loan before the scheduled maturity date. Early repayment shall be subject to an early settlement fee as specified in the Loan Agreement, to compensate SeedWise for administrative costs and foregone interest. SeedWise will issue a clearance certificate within five (5) business days of full settlement.

 

4.7 Collateral & Security

Where a loan is secured by collateral, the Borrower warrants that they hold unencumbered title to the collateral offered. SeedWise shall have the right to perfect its security interest through applicable legal instruments under Ugandan law. In the event of Default, SeedWise may take possession of and realise the collateral without further recourse to the Borrower.

 

5

INVESTOR TERMS & INVESTMENT CONDITIONS

 

NOTICE TO INVESTORS

All investments carry inherent risk. Past performance does not guarantee future returns. By investing through SeedWise, you acknowledge these risks and confirm that you have made an independent assessment of your financial situation and risk tolerance.

 

5.1 Investment Registration

To invest through SeedWise, you must complete registration, KYC verification, and execute an Investment Agreement. No investment shall be deemed valid or binding until SeedWise has issued a written confirmation acknowledging receipt of funds and the terms of the investment.

 

5.2 Investment Cycles & Returns

Investments are offered in structured cycles with defined terms. The Investment Agreement for each cycle shall specify:

  • The minimum and maximum investment amount;
  • The investment period (Lock-in Period);
  • The agreed return rate;
  • The Investment Maturity Date;
  • The method and schedule of return payments.

 

Returns are calculated on the Investment Principal as agreed. SeedWise does not guarantee a specific rate of return beyond what is expressly stated in a signed Investment Agreement.

 

5.3 Lock-in Period — Early Withdrawal Restrictions

By executing an Investment Agreement, the Investor agrees to commit funds for the full duration of the agreed Lock-in Period. The following provisions govern early withdrawal:

 

Scenario

Consequences

Request before 50% of Lock-in Period elapses

Investor forfeits all accrued returns for the cycle. A 10% penalty on the Investment Principal is applicable. Principal refund is subject to liquidity availability and processed within 30 business days.

Request after 50% of Lock-in Period elapses

Investor forfeits 50% of accrued returns. A 5% penalty on the Investment Principal is applicable. Principal refund processed within 21 business days.

Request within 30 days of Maturity Date

Early withdrawal is not permitted within 30 days of the Investment Maturity Date. Investor must wait for maturity.

Unauthorised or forced withdrawal attempt

Constitutes a material breach. SeedWise reserves the right to pursue legal remedies, including injunction to prevent withdrawal, damages, and all associated legal costs.

 

Early withdrawal requests must be submitted in writing to SeedWise and are subject to SeedWise’s approval. Approval is not guaranteed and shall be at SeedWise’s sole and reasonable discretion, taking into account platform liquidity, regulatory requirements, and the Investor’s investment history.

 

5.4 Investment Maturity & Redemption

Upon the Investment Maturity Date, SeedWise shall disburse the Investment Principal plus agreed returns to the Investor’s registered account or nominated payment method within seven (7) business days, unless the parties agree to roll over the investment into a new cycle. SeedWise shall notify the Investor no less than fourteen (14) days before maturity with options for redemption or rollover.

 

5.5 Rollover & Reinvestment

An Investor may elect to reinvest (rollover) their Principal and/or returns into a new investment cycle upon maturity. Rollover terms and applicable return rates will be communicated prior to maturity and may differ from the preceding cycle. Rollover elections must be confirmed in writing at least seven (7) days before the Maturity Date.

 

5.6 Breach by Investor — Enforcement

The following shall constitute a material breach of the Investment Agreement by the Investor:

  • Attempting to withdraw funds prior to the Maturity Date without SeedWise’s prior written consent;
  • Initiating any legal action, injunction, or regulatory complaint to compel early release of funds in violation of the Lock-in Period;
  • Misrepresenting the source of investment funds or engaging in conduct that violates anti-money laundering regulations;
  • Assigning, transferring, or pledging the investment to any third party without SeedWise’s written consent.

 

In the event of a material breach by the Investor, SeedWise reserves the right to:

  1. Forfeit all accrued returns for the affected investment cycle;
  2. Impose an administrative breach fee of up to fifteen percent (15%) of the Investment Principal;
  3. Suspend or permanently close the Investor’s account;
  4. Seek injunctive relief or other legal remedies to protect the integrity of the investment cycle and the interests of other investors;
  5. Recover all legal costs and expenses incurred in enforcing these Terms.

 

5.7 Investment Risk Acknowledgment

The Investor expressly acknowledges and accepts that:

  • All investments involve risk, including the risk of partial or total loss of Principal;
  • Returns are dependent on the performance of the lending portfolio and other market factors;
  • SeedWise does not guarantee investment returns beyond what is stated in a signed Investment Agreement;
  • The Investor has independently assessed their financial position, risk tolerance, and sought independent financial advice where necessary before investing;
  • Past returns achieved on the Platform are not a guarantee of future performance.

 

5.8 Anti-Money Laundering & Source of Funds

By investing through SeedWise, you warrant that all funds deposited are derived from lawful sources and are not the proceeds of any criminal activity, tax evasion, or money laundering. SeedWise complies with the Anti-Money Laundering Act of Uganda and reserves the right to freeze, report, or return funds where there is a reasonable suspicion of unlawful origin.

 

6

FEES, PAYMENTS & FINANCIAL TRANSACTIONS

 

6.1 Applicable Fees

SeedWise may charge fees for services including, but not limited to: account registration, loan processing, early settlement, early withdrawal penalties, wire transfers, and administrative services. All applicable fees will be clearly disclosed prior to the completion of any transaction. Fee schedules are subject to change upon thirty (30) days’ written notice.

 

6.2 Payment Processing

All financial transactions are processed through SeedWise’s secure digital payment infrastructure. By providing payment details, you authorise SeedWise to process transactions in accordance with these Terms. SeedWise shall not be responsible for delays caused by third-party payment processors, bank processing times, or regulatory holds.

 

6.3 Currency & Taxation

All transactions are denominated in Ugandan Shillings (UGX) unless otherwise agreed in writing. Investors and Borrowers are solely responsible for any tax obligations arising from their use of the Platform, including income tax on investment returns and any applicable withholding taxes. SeedWise may withhold taxes where legally required to do so.

 

7

ACCEPTABLE USE OF THE PLATFORM

 

7.1 Permitted Use

The Platform is made available solely for the purpose of accessing SeedWise’s financial services in compliance with applicable law and these Terms. You agree to use the Platform in good faith and in a manner consistent with its intended purpose.

 

7.2 Prohibited Conduct

You must not:

  • Engage in or facilitate fraudulent, illegal, or deceptive conduct;
  • Attempt to circumvent any security feature, access control, or identity verification process;
  • Introduce malware, viruses, or disruptive code into the Platform;
  • Harvest, scrape, or copy data from the Platform without authorisation;
  • Use the Platform to conduct transactions on behalf of undisclosed third parties;
  • Engage in any activity that constitutes market manipulation, money laundering, or terrorist financing;
  • Harass, threaten, or harm other users or SeedWise employees.

 

7.3 User-Generated Content

Any content submitted by you to the Platform (including reviews, comments, or feedback) grants SeedWise a non-exclusive, royalty-free, perpetual, worldwide licence to use, reproduce, modify, and display such content for operational and marketing purposes, without further compensation to you.

 

8

DATA PRIVACY & CONFIDENTIALITY

 

8.1 Data Collection & Use

SeedWise collects and processes personal and financial data in accordance with the Uganda Data Protection and Privacy Act, 2019. Data collected may include identity information, financial records, device and usage data, and communications. This data is used for service delivery, regulatory compliance, credit assessment, fraud prevention, and marketing (where consent is given).

 

8.2 Data Security

SeedWise employs industry-standard encryption, access controls, and security protocols to protect your data. However, no system is entirely immune to security breaches. SeedWise shall notify affected users of any material data breach in accordance with applicable law.

 

8.3 Confidentiality of Financial Information

SeedWise treats all user financial information as strictly confidential and shall not disclose it to third parties, except: (i) where required by law, court order, or regulatory authority; (ii) to licensed credit reference bureaus in connection with loan management; (iii) to third-party service providers bound by confidentiality obligations; or (iv) with the user’s express written consent.

 

9

INTELLECTUAL PROPERTY

 

9.1 Ownership

All intellectual property rights in and to the Platform — including but not limited to software, algorithms, branding, logos, content, and designs — are the exclusive property of SeedWise Capital Ltd or its licensors. Nothing in these Terms transfers any intellectual property rights to you.

 

9.2 Limited Licence

SeedWise grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for personal or internal business purposes in accordance with these Terms. This licence does not permit you to: copy, modify, distribute, sell, or create derivative works from any Platform content; reverse engineer any software; or remove any proprietary notices.

 

10

DISCLAIMERS & LIMITATION OF LIABILITY

 

10.1 No Financial Advice

The content and tools available on the Platform are for informational purposes only and do not constitute financial, investment, legal, or tax advice. Users are encouraged to seek independent professional advice before making financial decisions.

 

10.2 Platform Availability

SeedWise strives to maintain Platform availability but does not guarantee uninterrupted access. The Platform is provided on an “as is” and “as available” basis. SeedWise shall not be liable for downtime, technical errors, or service interruptions resulting from maintenance, system failures, or events beyond its control.

 

10.3 Limitation of Liability

To the fullest extent permitted by Ugandan law, SeedWise’s aggregate liability to any user arising out of or in connection with these Terms shall not exceed the total amount paid by that user to SeedWise in the six (6) months preceding the event giving rise to the claim. SeedWise shall not be liable for any indirect, consequential, special, incidental, or punitive damages.

 

11

INDEMNIFICATION

 

You agree to indemnify, defend, and hold harmless SeedWise Capital Ltd, its directors, officers, employees, agents, and successors from and against any and all claims, damages, losses, penalties, costs, and expenses (including reasonable legal fees) arising from or in connection with:

  • Your use of or access to the Platform;
  • Any breach of these Terms by you;
  • Any violation of applicable law or regulation by you;
  • Your infringement of any intellectual property or other rights of any third party;
  • Any false or misleading information provided by you.

 

12

DISPUTE RESOLUTION

 

12.1 Complaints Process

Any complaint or dispute should first be directed to SeedWise’s Customer Relations team at info@seedwise.ug. SeedWise shall acknowledge receipt within three (3) business days and endeavour to resolve the matter within twenty-one (21) business days of acknowledgment.

 

12.2 Mediation

Where a complaint cannot be resolved through the internal process, either party may refer the matter to a mutually agreed mediator. Mediation shall be conducted in Kampala, Uganda, in the English language, and costs shall be shared equally between the parties unless otherwise agreed.

 

12.3 Arbitration

Any dispute not resolved by mediation shall be referred to and finally determined by binding arbitration under the Arbitration and Conciliation Act, Cap. 4 of the Laws of Uganda. The arbitration shall be conducted by a sole arbitrator agreed upon by the parties, or failing agreement, appointed by the Centre for Arbitration and Dispute Resolution (CADER) Uganda. The arbitral award shall be final and binding.

 

12.4 Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Uganda. Subject to the dispute resolution provisions above, the parties submit to the exclusive jurisdiction of the courts of Uganda for the resolution of any disputes.

 

13

FORCE MAJEURE

 

SeedWise shall not be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to: acts of God, pandemic, natural disaster, war, civil unrest, regulatory action, power failure, or internet infrastructure disruption. SeedWise shall notify affected users promptly and shall make reasonable efforts to resume normal operations as soon as practicable.

 

14

AMENDMENTS TO THESE TERMS

 

SeedWise reserves the right to amend these Terms at any time. Material amendments will be communicated to registered users via the Platform and/or by email at least fourteen (14) days before they take effect. Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree with any amendment, you must cease use of the Platform and notify SeedWise in writing prior to the effective date.

 

15

GENERAL PROVISIONS

 

15.1 Entire Agreement

These Terms, together with any Investment Agreement, Loan Agreement, or other executed addendum, constitute the entire agreement between you and SeedWise with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

 

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of the Terms shall continue in full force and effect.

 

15.3 Waiver

The failure of SeedWise to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of SeedWise.

 

15.4 Assignment

You may not assign or transfer any rights or obligations under these Terms without the prior written consent of SeedWise. SeedWise may assign its rights and obligations under these Terms to any successor entity or acquirer without restriction.

 

15.5 Third-Party Links

The Platform may contain links to third-party websites. SeedWise does not endorse or assume responsibility for the content, privacy practices, or terms of any third-party site. Your use of third-party sites is entirely at your own risk.

 

16

CONTACT INFORMATION

 

For all enquiries, complaints, or formal notices in relation to these Terms, please contact:

 

SeedWise Capital Ltd

Old Portbell Rd, Nakawa, Kampala, Uganda

Email: info@seedwise.ug

Website: https://seedwise.ug

 

ACKNOWLEDGMENT & ACCEPTANCE

By accessing or using the SeedWise platform or services, executing any Investment or Loan Agreement, or clicking any acceptance button, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. These Terms are effective as of the date of your first access or engagement with SeedWise.

 

SeedWise Capital Ltd  —  Empowering Financial Growth

info@seedwise.ug  |  https://seedwise.ug  |  Old Portbell Rd, Nakawa, Kampala