Terms and Conditions

Please read these terms and conditions (“Terms”) carefully. By clicking “accept,” you (“you”), are agreeing that you have read and understood these Terms; you freely and specifically consent to be contractually bound by these Terms; and you understand that you may withdraw your consent at any time.

If you do not agree, or do not wish to provide consent to be bound by these Terms, do not click “accept” and you will not be able to access our Services (as defined below).

As used in these Terms, BasiGo Limited (“BasiGo” or “we”) and you may be individually referred to as a “Party” and collectively referred to as the “Parties.”

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.1.1 Account means the account created by BasiGo for you on the PAYD Mobile Application for availing the Services provided by BasiGo.

1.1.2. Affiliate means, with respect to any specified person or entity, any other person or entity that directly or indirectly controls, or is controlled by, or is under common control with such specified person or entity. For purposes of this definition, “control” means the direct or indirect possession of power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities, by contract, or otherwise.

1.1.3. Approved Routes means the routes approved by BasiGo to be used in the provision of Transport Services as indicated on the PAYD Mobile Application.

1.1.4. BasiGo Privacy Policy means the privacy policy provided under sub-clause 17.2 as amended from time to time.

1.1.5. Confidential Information means, without limitation, all information, software, data, manuals, concepts relating to marketing methods, products, developments, business and financial affairs and trade secrets, and other information of value to a Party and not generally known, (whether or not designated as “confidential information” by any Party and whether written, oral or in electronic form) or that is evidently confidential by its nature or the nature of its disclosure.

1.1.6. Bus means the electric vehicle used for the provision of the Transport Services.

1.1.7. Bus Fare means the amount payable to the Bus Owner for each ride on the Bus inclusive of all applicable charges, toll fees, and taxes as may be prescribed from time to time.

1.1.8. Bus Owner means a person who owns and operates a Bus.

1.1.9. Credentials means any information, data, or feature used to authenticate or authorise access to your Account on the PAYD Mobile Application, including but not limited to your username, password or personal identification number (PIN), security codes or biometric identifiers (such as fingerprint, facial recognition, or voice recognition).

1.1.10. Driver means an individual who is engaged by a Bus Owner, trained, accredited by BasiGo to drive the Bus, and is a holder of a current and valid driving licence for operating the Bus.

1.1.11. Force Majeure Event means any act, event, or condition beyond BasiGo's reasonable control including but not limited to acts of God, fire, explosion, accident, floods, earthquakes, embargoes, pandemics, epidemics, war, commotion or riots, civil unrest, terrorism, nuclear disasters, any law or action taken by a governmental or public authority, or other similar events.

1.1.12. Intellectual Property means all types of intellectual property assets whether registrable or not including trademarks, designs, utility models, technovations, business processes, systems and / or concepts, copyright protected works, discoveries, creations, inventions, ideas, developments, innovations, know-how and any research effort relating to any of the foregoing and any additions, modifications, or improvements upon any of the foregoing and any similar property in any country.

1.1.13. Intellectual Property Rights means any and all rights of ownership, exclusivity, or other use relating Intellectual Property including utility model rights, patent rights, copyright and neighboring and related rights, moral rights, trademark and service mark rights, rights to business names and domain names, get-up and trade dress, goodwill, passing off or unfair competition claims, industrial design rights, computer software rights, database and topography rights, the right to confidentiality of Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.1.14. KYC means “know your customer” and is the process of verifying the identity of a Party in accordance with applicable laws and the Party’s internal policies, including the collection and verification of identification documents, corporate records, and other information necessary to establish a Party’s legal existence and legitimacy of its business activities.

1.1.15. Notice means any physical or electronic communication, or legal notices related to these Terms that are provided to you through text or SMS, email or by other means.

1.1.16. PAYD Mobile Application means a proprietary software platform developed and maintained by BasiGo which offers operational and transactional insights related to your fleet including but not limited to vehicle performance, fare collection summaries, and usage metrics. 1.1.17. Personal Data means any information relating to an identified or identifiable natural person.

1.1.18. Prohibited Person means any individual or organisation that is subject to sanctions in any country in the world, or is subject to any law, regulation, or other list of any government agency that prohibits or limits BasiGo from providing an Account or Services to such person or from otherwise conducting business with the person.

1.1.19. Safaricom means Safaricom PLC.

1.1.20. Sensitive Personal Data means data revealing a natural person’s race, health status, ethnic social origin, conscience, belief, genetic data, biometric data, property details, marital status, family details including names of the person’s children, parents, spouse or spouses, sex or the sexual orientation of the data subject.

1.1.21. Services means the provision by BasiGo through the PAYD Mobile Application of operational and transactional insights related to your fleet including but not limited to tracking location services, fare collection summaries, vehicle performance, and other usage metrics.

1.1.22. Third Party Service Provider shall mean third-party service providers including financial institutions, licensed payment service providers, KYC verification service providers, contractors, and agents used by BasiGo during the course of these Terms.

1.1.23. Transport Service means the provision of transportation services to passengers by a Driver or a Bus Owner to a location as indicated in the PAYD Mobile Application.

1.1.24. Updates means any modification and or improvement made to the operation of the PAYD Mobile Application including but not limited to bug-fixes, modification on the user interface, and security upgrades.

1.2. The following principles of interpretation shall apply to these Terms:

1.2.1. any reference to a section, paragraph and sub-paragraph shall, unless otherwise provided, be construed as references to the sections, paragraphs, or sub-paragraph of these Terms;

1.2.2. any reference to any statute or statutory provision shall, save as otherwise expressed in these Terms, be construed as a reference to that statute or provision as it is amended, consolidated, extended, or re-enacted from time to time and any orders regulations instruments or other subordinate legislation made from time to time under any statute provided that any such amendment, consolidation, extension, or re-enactment does not have retrospective effect;

1.2.3. any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

1.2.4. headings are only for ease of reference and shall not affect the interpretation of these Terms;

1.2.5. references to “Terms” means these Terms and shall include any amendments made to these Terms and any agreement which is supplemental to these Terms;

1.2.6. references to a person include a natural person, body corporate (whether incorporated or unincorporated), savings and credit cooperative, state agency, governmental authority, or firm;

1.2.7. where any obligation pursuant to these Terms is expressed to be undertaken or assumed by any Party, such obligation shall be construed as requiring the Party concerned to exercise all rights and powers of control over the affairs of any other person which that Party is able to exercise (whether directly or indirectly) in order to secure performance of that obligation; and

1.2.8. words importing the singular shall include the plural and vice versa.

2. Registration and Acceptance of these Terms

2.1. Once you have been onboarded by BasiGo, BasiGo shall create and provide you with an Account and instructions via email on how to obtain your Credentials that will have been created using the Personal Data provided during the onboarding process.

2.2. You will then receive access to the PAYD Mobile Application which will allow you to utilise the Services.

2.3. The Services are intended for BasiGo customers who operate Buses only.

2.4. The PAYD Mobile Application is provided to you for informational and operational support only, and does not replace your own duty to monitor, maintain, or manage the Buses and operations as required under the PAYD lease agreement.

2.5. Unless otherwise permitted by BasiGo in writing, you will be registered and may only transact under one Account.

2.6. BasiGo may, at its sole discretion, refuse to allow any person to register for the Services, without providing reasons. BasiGo shall bear no liability for a decision made under this clause.

2.7. By accepting these Terms, you expressly acknowledge that you have carefully read the Terms, that you have understood them and that you accept them in their entirety and without reservation.

2.8. You agree that checking the consent box on the PAYD Mobile Application constitutes its electronic signature and acceptance of these Terms and the PAYD Mobile Application Privacy Policy. You also agree that its electronic acceptance has and will have the same legal effect as a physical signature. You consent to BasiGo providing Notices electronically and understand that this has the same legal effect as would physical delivery.

3. Use of the Services

3.1. Once you have successfully been registered on the PAYD Mobile Application as provided under clause 2, you may view the following features:

3.1.1. real-time location of the Bus;

3.1.2. state of charge of the Bus;

3.1.3. usage metrics such as total distance travelled by the Bus, passengers ferried, and fare collected digitally;

3.1.4. availability status of the Bus.

4. Provision of Personal Data

4.1. Required Personal Data: You must provide Personal Data to apply for and maintain an Account in the PAYD Mobile Application, including your name, phone number and email address, personal addresses, date of birth and gender. You may also upload your profile picture although it is not mandatory for completing the registration process.

4.2. Verification: BasiGo may also require you to provide certain documentary information used to verify Personal Data including proof of address or government-issued personal identification. Failure to provide such information may result in delays or denial of account activation or continued access to the Services.

4.3. Accuracy of Data: You agree to provide complete and accurate information to open and maintain an account on the PAYD Mobile Application and agree to keep such information current and up to date at all times. We shall not be responsible for any loss, delay, or liability arising from your failure to provide complete, accurate and updated information.

4.4. Consent to Processing: BasiGo will collect and process your Personal Data and Sensitive Personal Data in accordance with the BasiGo Privacy Policy and applicable data protection laws. The BasiGo Privacy Policy sets out the lawful basis for processing such data. Where BasiGo relies on your consent as the lawful basis for processing, you will be asked to provide express and informed consent to the collection, processing, storage, and use of such data by BasiGo in line with the BasiGo Privacy Policy. You may withdraw your consent at any time without affecting the validity of processing carried out before withdrawal.

4.5. Right to Decline: You may decline to provide certain Personal Data or Sensitive Personal Data but acknowledge that if you decline to provide information that is required for registration or use of specific features, we may be unable to create or maintain your Account, and you may be unable to access or use those features of the Services.

5. Verification of information

5.1. BasiGo relies on the accuracy and completeness of the information provided by you when applying for and maintaining your Account. We may, at our discretion, request supporting documentation to verify the information you have provided.

5.2. We may limit your access to the PAYD Mobile Application, interrupt provision of the Services to you, suspend, or close your Account where the information you provided is incomplete, inaccurate, falsified or out of date, or if you fail to comply with requests for documentation.

6. Access, Safeguards and Credentials

6.1. You will keep your Account secure and not provide access to or share your Credentials with any other person or third party.

6.2. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of your Credentials.

6.3. You will be liable for all activities and transactions that occur through your Account, whether initiated by you or any third party using your Credentials.

6.4. You agree that you shall not authorise any third parties to use your Account and may not allow any persons under the age of eighteen (18) years to use the PAYD Mobile Application. Your Account is personal to you and cannot be transferred or assigned to a third party. BasiGo shall not be liable for any third-party claim with respect to any loss that you may have incurred as a result of someone else using your Credentials or Account, either with or without your knowledge.

6.5. As soon as you become aware of, or reasonably suspect a security breach or fraudulent access to your Account or if your Account has been compromised or misused or where you know or believe your Credentials are compromised or lost, you must promptly reset your Credentials by following the prompts in the PAYD Mobile Application and / or inform BasiGo to assist in resetting your Credentials and / or blocking your Account pending resolution of the security breach.

6.6. An Account blocking request must be made using the in-app support or “contact us” option available on the PAYD Mobile Application.

6.7. BasiGo cannot be held liable for the loss, damage or consequences of a blocking request that does not come from you or that results from unauthorised use of your Account where you have failed to safeguard your Credentials, or where you fail to notify BasiGo of a suspected breach. You are responsible and liable for any actions or failure to act if your Account is compromised.

7. Security

7.1. You are responsible for maintaining the confidentiality and security of your Credentials which allow you to use the PAYD Mobile Application. Youunderstand and agree that you are liable for any unauthorised use of your Account, except where such results directly from our system failure.

7.2. BasiGo may suspend access to your Account or the Services at any time and for any reason, in our sole and absolute discretion with or without prior notice. Some of the reasons we may suspend access to your Account include:

7.2.1. if we believe your Account has been compromised;

7.2.2. if we believe that not doing so may pose a risk to you BasiGo or any third parties;

7.2.3. if Personal Data is incomplete, inaccurate, or out of date; or

7.2.4. if we believe you have violated these Terms or the law, or if we are required to do so by law.

7.3. Where practicable, we will notify you of any suspension or restriction and the reasons for it and will reinstate your Account once the underlying issue is resolved.

8. Customer Obligations and Responsibilities

8.1. General

8.1.1. Your obligations shall be to:

8.1.2. provide and ensure that all Personal Data is current, accurate, complete and up to date at all times;

8.1.3. keep the Credentials confidential, acknowledging that you shall be responsible for all the activity taking place in your Account in the PAYD Mobile Application through such Credentials;

8.1.4. respect and protect all Intellectual Property Rights of BasiGo which you may have access to by using the PAYD Mobile Application;

8.1.5. use the PAYD Mobile Application solely as set forth in these Terms;

8.1.6. comply with the BasiGo Privacy Policy and all applicable law in connection with your use of the PAYD Mobile Application and the Services;

8.1.6.1. use the PAYD Mobile Application and the Services only for personal use and not for commercial resale, or in any manner that could damage, disable, overburden, interfere with others’ use, or impair the PAYD Mobile Application;

8.1.6.2. be fully liable for any breach or violation of these Terms or any of the agreements, terms, and policies incorporated by reference; and

8.1.6.3. communicate respectfully and refrain from using any form of disrespectful, harassing, abusive, or hate speech towards BasiGo team members, BasiGo third party contractors or other customers.

8.2. Supply and update of information

8.2.1. You undertake to provide BasiGo with all the information necessary for the proper performance of the Services and, more generally, to actively cooperate with BasiGo in fulfilling its obligations under these Terms. If you do not comply with this obligation, BasiGo reserves the right to suspend the Services until the required information is obtained.

8.2.2. You represent and warrant to BasiGo that all information that you provide to BasiGo, including those provided through the PAYD Mobile Application is accurate, up-to-date and true on the day they are communicated to BasiGo and are not vitiated by any misleading nature or likely to mislead.

8.2.3. If the information provided becomes inaccurate or obsolete at any point while using the PAYD Mobile Application, you undertake to update it as soon as possible.

8.2.4. It is your responsibility to formally notify BasiGo of any change of the information concerning your Account or Credentials. BasiGo is not liable for any damage that may result from an inaccuracy or change on which it has not been notified. 8.3. Compliance with regulations

8.3.1. You undertake to: (i) comply with these Terms, (ii) comply with the laws and regulations in force and not to infringe the rights of third parties or violate public order; and (iii) only perform activities that comply with the applicable laws and regulations.

8.3.2. You agree to indemnify BasiGo and pay any fines, financial penalties, or damages resulting from any illegal, unlawful, or unethical activity by you while using the Services or the Transport Services. 8.4. Customer Undertakings

8.4.1. You agree and undertake that you shall not:

8.4.1.1. attempt to breach, circumvent, scan, or test the vulnerability of the security system and related systems of the PAYD Mobile Application;

8.4.1.2. access or attempt to access any data, account, or system that is not intended for you or not authorised to access;

8.4.1.3. interfere with, disrupt, or impair the normal functioning or availability of the PAYD Mobile Application and / or performing any action that could cause the interruption or deterioration of one or more Services;

8.4.1.4. upload to the Services, display, send by email or otherwise transmit any material containing software viruses or other harmful or disruptive computer codes, files or programs designed to interrupt, destroy, or limit the functionality of the PAYD Mobile Application; and

8.4.1.5. attempt to interfere with the Services of any other customer or its users, host, or network, including, but not limited to, exposing the Services to a virus, creating a server overload, flooding the server, flooding the messaging services.

8.4.2. You acknowledge and accept that:

8.4.2.1. you are solely responsible for your use of the Services and assume all risks arising from any misuse or unauthorised use; and

8.4.2.2. the use of the PAYD Mobile Application requires an active internet connection, and that the quality of the Services depends directly on this connection as well as on mobile phone hardware and / or third-party software, for which you are solely responsible.

9. BasiGo Obligations

9.1. Subject to you abiding by these Terms, BasiGo agrees to:

9.1.1. provide the Services through the PAYD Mobile Application to you;

9.1.2. provide technical advice and assistance to you as may be reasonably necessary for the use of the Services; and

9.1.3. take all reasonable steps to ensure that any system malfunctions to the PAYD Mobile Application are rectified in the shortest time possible.

9.2. BasiGo does not guarantee to you that the Services will be completely free of errors or defects or be continuously available. In addition, the Services are standard and are therefore not offered solely for a given customer or to specifically meet your needs and expectations.

9.3. BasiGo undertakes to:

9.3.1. do its best to ensure the security of the PAYD Mobile Application;

9.3.2. inform you of any reasonably foreseeable difficulty, in particular with regard to the implementation of the Services or the proper functioning of the PAYD Mobile Application;

9.3.3. notify you in good time when carrying out Updates to the PAYD Mobile Application; and

9.3.4. regularly carry out checks to verify the functioning and accessibility of the PAYD Mobile Application.

9.4. BasiGo reserves the right to, at any time, modify the technical means of access to the Services and / or to the PAYD Mobile Application based, in particular, on the evolution of the technology or its service offer. It is your responsibility to ensure that the software or telecommunications tools or hardware at its disposal are adapted to these developments.

10. Changes to the Services and Notices

10.1. BasiGo may add Services or modify existing Services at any time.

10.2. Some of these Services will be subject to additional terms. You acknowledge and understand that in order to use certain Services, you must agree to the additional terms that BasiGo will notify you of, and which will be incorporated by reference and form a part of these Terms.

10.3. BasiGo does not guarantee that the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilise any particular service. Services may change from time to time, and certain Services may be discontinued, or others may be added.

10.4. BasiGo will provide Notices regarding certain activity and alerts to your Account electronically through the PAYD Mobile Application, email, push notification, or via text or SMS to the contact information provided to BasiGo by you.

10.5. Notices regarding legal terms, and any other important Notices related to your Account will be sent to you through your authorised email or to your mobile phone through push notifications from the PAYD Mobile Application or through text or SMS messages and are considered received twenty-four (24) hours after they are sent. By maintaining an Account, you agree to receive such Notices electronically as a condition of using the Services. If you no longer wish to receive Notices electronically, you may close your Account in accordance with these Terms.

10.6. BasiGo may send service-related Notices to your mobile phone through push notifications from the PAYD Mobile Application, email, text, or SMS messages to the mobile phone numbers provided to BasiGo by you. These Notices may include alerts about Services and may allow you to respond with information about your Account. Certain Notices are essential to the operation and security of your Account, and you cannot opt out of receiving them. For other types of Notices, you may elect not to receive them via text or SMS. Please note that opting out of optional Notices may limit the use and functionality of certain Services or reduce the security protections available to you including losses caused by lost or stolen Credentials.

10.7. BasiGo may send emails or SMS messages to you in connection with use of your Credentials (such as through multi-factor authorisation), to allow BasiGo to verify your identity, to provide other information about your Account and for other purposes that BasiGo may identify and that are available through your Account.

10.8. You shall be required to maintain updated mobile device operating systems to receive Notices correctly. You shall be responsible for all costs imposed by their respective internet or mobile service providers for sending or receiving Notices electronically.

11. Updates to your Information

11.1. You will keep Personal Data current, complete, and accurate in your Account at all times.

11.2. At any time during your use of the Services, BasiGo may require additional information from you to verify or validate the information provided and verify your identity.

12. Content

12.1. Information provided on the PAYD Mobile Application and in other communications from BasiGo is for information purposes only. BasiGo believes it to be reliable, but it may not always be entirely accurate, complete, or current. BasiGo may change or update information from time to time without Notice.

12.2. The information BasiGo provides on the PAYD Mobile Application and in other communications to you may contain third-party content or links to third-party sites and applications.

12.3. BasiGo does not control any such third-party content, sites, the PAYD Mobile Application, and is not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content or for damages, losses, failures, or problems caused by, related to, or arising from such third-party content or the products or practices of third parties.

13. Processing of Complaints

13.1. Any claim related to the provision of the Services must be sent by you to BasiGo's customer service by phone to the following mobile number: +254705837904; by email to the following address: customersupport@basi-go.com or sent by you to the in-app chat support function on the PAYD Mobile Application.

13.2. Any claims raised in accordance with this clause 13 shall be addressed in accordance with BasiGo's Customer Support Policy within BasiGo's operational hours.

14. Telephone Recordings

14.1. Telephone conversations with BasiGo staff may be recorded by BasiGo or any company appointed for this purpose, in order to improve the quality of the Services for you.

15. Intellectual Property Rights

15.1. BasiGo and its Affiliates are and shall remain the owners of all legal and beneficial right, title, and interest in all the Intellectual Property Rights connected to or arising from PAYD Mobile Application, the Services, these Terms, and all data generated or provided pursuant to these Terms.

15.2. You shall give notice to BasiGo of any Intellectual Property Rights infringement as soon as reasonably practicable on becoming aware of it.

15.3. You agree that no Intellectual Property Rights are transferred to you concerning any of the elements of the Services and the PAYD Mobile Application made available to you under these Terms, including software, structures, infrastructure, source codes, databases, know-how, user interface, photos, brand, interactive elements or any content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by BasiGo and the technical documentation that may be provided by BasiGo to you.

15.4. Subject to acceptance of these Terms, BasiGo grants you a personal, nonexclusive, and non-transferable licence to use the PAYD Mobile App in connection with accessing and making use of the Services only. This right is granted for the duration of provision of the Services and shall terminate once you cease to use the Services.

15.5. You shall refrain from carrying out:

15.5.1. any adaptation, modification, transformation, translation, arrangement, duplication, decomplication, disassembly reengineering, reverse engineering, or reproduction of the PAYD Mobile App, regardless of its nature, extracting it in whole or in part and, in general, is prohibited from any act that would infringe the Intellectual Property Rights of BasiGo and / or its Affiliates;

15.5.2. any form of use of the PAYD Mobile Application and associated documentation, in any manner whatsoever, for the purposes of design, creation, production, distribution or marketing of similar, equivalent, derivative or substitute software including to correct errors;

15.5.3. any direct or indirect transcription, or any translation of the PAYD Mobile Application into other languages;

15.5.4. any modification or circumvention of the protection code such as, in particular, access codes or usernames;

15.5.5. any deletion, partial or total modification of existing notices relating to copyright, trademark rights and more generally intellectual property rights, affixed to the PAYD Mobile Application;

15.5.6. decompiling, disassembling, reverse engineering or otherwise attempting to derive the source code or underlying technology, methodologies, or algorithms of the PAYD Mobile Application; or

15.5.7. sublicense, lease, rent, sell, give, or otherwise transfer or provide the PAYD Mobile Application (or part of it) to any third party.

16. Prohibited Usage & Conduct

16.1. Your Account and the Services may not be:

16.1.1. used for any purpose that is unlawful or prohibited by these Terms;

16.1.2. provided to or used for any transaction involving a Prohibited Person;

16.1.3. used by third parties unaffiliated with you; or

16.1.4. provided or used for any purpose involving illegal activities.

16.2. You agree to not to:

16.2.1. behave in any manner that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

16.2.2. cause nuisance, annoyance, inconvenience, or property damage, to the Bus. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity;

16.2.3. interfere with or disrupt the Services or servers, or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; or

16.2.4. intentionally or unintentionally violate any applicable local, or international law, including, but not limited to, laws and regulations promulgated by any regulations having the force of law.

16.3. BasiGo will not approve and may terminate Accounts that it knows or believes are engaged in any illegal activities or otherwise do not comply with these restrictions.

16.4. You agree to pay all fines assessed against BasiGo for the violation of the restrictions and requirements of this section or any use of the Services in connection with any illegal activities.

17. Consent to Collection, Use and Processing of Data

17.1. Collection of Data: The PAYD Mobile Application collects and processes operational and financial data relating to your fleet. Additionally, BasiGo and / or its Third-Party Service Providers may collect certain Personal Data and Sensitive Personal Data for purposes of providing the Services.

17.2. Basis for Processing: BasiGo processes Personal Data in accordance with the BasiGo Privacy Policy (which may be accessed on the BasiGo website at https://www.basi-go.com/). By using the PAYD Mobile Application, you acknowledge, understand, and agree that collection, use, storage, processing, and sharing of Personal Data and Sensitive Personal Data is necessary to facilitate provision of the Services in accordance with these Terms and the BasiGo Privacy Policy.

17.3. Authorisation: To facilitate the provision of the Services:

17.3.1. you authorise BasiGo and its Third-Party Service Providers to wcollect, use, store, process, and share the Personal Data and Sensitive Personal Data, as contemplated by and in furtherance of the objectives of these Terms and the BasiGo Privacy Policy, and to provide the Services, including for identifying, monitoring, and tracking participating Driver and Bus activity; and

17.3.2. you consent to the monitoring, collection, storage, use, processing, disclosure, and sharing of Personal Data and Sensitive Personal Data for the purpose of enabling the Services.

17.4. Use of Data: BasiGo agrees that it will only use Personal Data and Sensitive Personal Data provided to it only in connection with fulfilling its obligations to you pursuant to these Terms and as outlined in the BasiGo Privacy Policy.

17.5. Analytics and Research: You consent to the access and processing of Personal Data and Sensitive Personal Data collected in connection with the Services, and acknowledge and agree that BasiGo and its Third Party Service Providers may use such data for purposes of generating anonymous, aggregated, statistical models and compilations, trend analyses, program performance analyses, benchmarking, the development of case studies and for internal business purposes so long as such data is not publicly attributable to and no reference is made to you, and that such data may be otherwise used by BasiGo and its Third Party Service Providers in accordance with these Terms and the BasiGo Privacy Policy.

17.6. Legal Compliance: BasiGo shall comply with all the obligations that apply to it under the Data Protection Act, 2019 and the regulations made thereunder.

18. Suspension

18.1. BasiGo may, with reasonable notice where practicable, suspend the availability of the Services to you wholly or partially for any valid reason, including without limitation, where: 18.1.1. you breach these Terms;

18.1.2. the Services are used in a manner contrary to the representations made to BasiGo by you or in a manner inconsistent with the conditions of any approval granted to you;

18.1.3. investigations are contemplated or ongoing and BasiGo reasonably believes that suspension of the Services is likely to facilitate the investigations; or

18.1.4. any approval for the Services granted to you is subsequently revoked or expires.

18.2. In the event of suspension, BasiGo shall give you reasonable notice (“Suspension Notice”) to remedy the cause of the suspension failure to which BasiGo shall be at liberty to terminate these Terms.

18.3. Upon conclusion of investigations, BasiGo may either reinstate the Services or terminate the Services and close your Account in accordance with the provisions of these Terms.

19. Termination

19.1. These Terms come into effect from the date you check a consent box on the PAYD Mobile Application upon being registered for an Account.

19.2. These Terms shall cease to have effect on you in the following circumstances:

19.2.1. when you opt to close your Account; or

19.2.2. upon closure of your Account by BasiGo if you materially breach these Terms and fail to cure such breach within thirty (30) days after notice of said breach.

19.3. For the purposes of paragraph 19.2.2 material breach means a breach that is serious and has an effect, substantial or otherwise, on the performance of these Terms in the reasonable opinion of BasiGo.

19.4. BasiGo may, by notice to you, discontinue the PAYD Mobile Application and the Services. The expiration or termination of the Services shall be without prejudice to all accrued rights and obligations of the Parties under these Terms and to all obligations under these Terms expressed to continue or take effect after expiration or termination. This paragraph shall survive the termination of the Services.

20. Amendment of these Terms

20.1. BasiGo reserves the right to at any time amend all or part of these Terms.

20.2. Any proposed amendment of these Terms will be sent by BasiGo to you, on the PAYD Mobile Application and / or by email, no later than five (5) working days before the date proposed for its entry into force. Amendments will take effect on the proposed effective date. If you do not wish to consent to the amended Terms, you may terminate your Account and stop using the Services before the proposed amendment takes effect. Continued use of the Services after the effective date shall constitute your acceptance of the amended Terms.

20.3. BasiGo may not under any circumstances be held liable for any damage, in any respect whatsoever, in connection with the modification of the Terms if you refrain from terminating the Services and continue to use the Services after the effective date of the modifications.

21. Warranties and Representations

21.1. By registering for the Services, you represent and warrant that:

21.1.1. you have attained at least eighteen (18) years of age and you have the authority to enter into these Terms and to fully perform its obligations hereunder;

21.1.2. these terms do not and will not conflict with any of your obligations to any third parties;

21.1.3. you comply and will comply with all applicable laws and regulations;

21.1.4. you are not engaged in any illegal activities;

21.1.5. you are not a Prohibited Person;

21.1.6. all information you provide to us is and will be current, accurate, and complete;

21.1.7. you will use its Account exclusively for personal use; and

21.1.8. you have reviewed these Terms and all other terms, agreements, or policies incorporated by reference.

22. Limitation of Liability and Indemnity

22.1. You acknowledge that BasiGo is only responsible for providing the Services. BasiGo is not responsible for any risk, damage, or loss to you or to your property arising from or related to the Transport Service.

22.2. You shall indemnify and hold BasiGo harmless from any loss resulting from the use of the Services in any other manner other than as set out in these Terms.

22.3. BasiGo and its Third-Party Service Providers provide their respective services “as is.” BasiGo and its Third-Party Service Providers disclaim any and all promises, representations, and warranties, express or implied, with 21 respect to these Terms and any other data, information, or other material furnished to you hereunder and warranties of non-infringement, title, customer ability, or fitness for a particular purpose or use. Neither BasiGo nor any of its Third-Party Service Providers warrant that the PAYD Mobile Application, any internet connections, or third-party connectivity, will operate uninterrupted or error-free. BasiGo and its Third-Party Providers disclaim any and all liability arising from the transmission of information over the internet, or any impairment or disruption of the internet. If and to the extent that the Services provided hereunder are delayed, suspended, or terminated for reasons beyond BasiGo’s or its Third-Party Service Provider’s reasonable control, including the inability or unwillingness of third parties to provide supportive services, BasiGo and its Third-Party Service Providers hereby disclaim any and all liabilities associated therewith.

22.4. In no event shall BasiGo be liable for any direct, indirect, punitive, incidental, special, or consequential damages or for any damages whatsoever, whether based on contract, tort, negligence, strict liability or otherwise, even if BasiGo has been advised of the possibility thereof.

22.5. The limitations and disclaimer in this clause 22 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.

22.6. Without prejudice to the foregoing, you shall indemnify and keep BasiGo indemnified from, defend BasiGo against, and pay any final judgment awarded against BasiGo, resulting from third party claims arising from the use of the Services leading to loss or damage (including consequential loss or damage) where the proximate cause of such loss or damage is attributable to your negligence, recklessness, indifference, delay, or failure.

22.7. You shall defend, indemnify and hold harmless BasiGo and its Third Party Service Providers, and their respective Affiliates, directors, officers, employees, agents, successors, heirs and assigns (collectively, the “Indemnitees”), from and against any and all losses, costs, taxes, liabilities, damages, fines, injuries, interest or expenses (including reasonable legal fees and costs of investigation and defence) suffered or incurred by any Indemnitee (collectively, “Losses”) to the extent such Losses are 22 attributable to any customer or third party claims, actions or proceedings (collectively, “Third Party Claims”) arising from, based upon or related to: (a) any violation of law (including applicable data protection laws) or breach of any covenant, representation or warranty hereunder by you; or (b) any fraudulent or unauthorised use of your Account. You shall pay any judgements, settlement amounts, reasonable legal fees and other costs and expenses of litigation incurred by an Indemnitee of such Third-Party Claims. The foregoing indemnity obligation shall survive any termination or expiration of these Terms.

23. Confidentiality Obligations

23.1. Neither Party shall disclose to any person any Confidential Information, except as permitted by clause 23.2.

23.2. BasiGo may disclose your Confidential Information:

23.2.1. to Third Party Service Providers and you hereby consent to such disclosure consent;

23.2.2. to its employees, officers, agents, consultants, or subcontractors (“Representatives”) who need to know this information for the purposes of exercising its rights or carrying out its obligations under or in connection with this Agreement, provided that BasiGo shall take reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in these Terms; and

23.2.3. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

23.3. BasiGo reserves all rights in its Confidential Information. No rights or obligations in respect of BasiGo's Confidential Information are granted to you or to be implied from these Terms. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright, or other Intellectual Property Right held, made, obtained or licensable by BasiGo now or in the future.

24. Further Assurance

24.1. You shall at any time if and when reasonably required by BasiGo take such action as may be required to give full effect to these Terms.

24.2. BasiGo shall be entitled to place reliance upon and to act on any notice, confirmation, information, or correspondence received (whether in writing or electronic form) from you in connection with these Terms and BasiGo shall not be under any obligation or duty to consider the genuineness, authenticity or correctness of any such notice, confirmation, information, or correspondence.

25. Force Majeure

25.1. Where BasiGo is prevented, hindered, or delayed in performing any of its obligations under these Terms by a Force Majeure Event, BasiGo shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of its obligations.

25.2. As soon and reasonably practicable after the start of a Force Majeure Event BasiGo shall:

25.2.1. notify you of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms; and

25.2.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

25.3. Upon notification of the Force Majeure Event, BasiGo shall suspend the performance of these Terms until the Force Majeure Event ceases.

25.4. BasiGo may terminate the Services in the event that the Force Majeure Event lasts for more than ninety (90) days from the date of notification.

26. Notices

26.1. All notices or other communications to be given under these Terms shall be sent by e-mail transmission, text or SMS message or through the PAYD Mobile Application.

26.2. Any notice or communication given under these Terms shall, in the absence of earlier receipt, be deemed to have been duly given as follows:

26.2.1. in the case of e-mail, when a delivery-receipt has been received by the sender in respect of the email address notified or an acknowledgement of the e-mail by the recipient sent to the sender; or

26.2.2. in the case of a notification through the PAYD Mobile Application or text or SMS message, when a delivery-receipt has been received by the sender in respect of the Account notified or an acknowledgement of the notification by the recipient sent to the sender.

26.3. The addresses referred to in paragraph 26.2.2 are:

in the case of a notice given to BasiGo:

BasiGo Limited

Mkungu Close, Westlands, Nairobi.

Email: customersupport@basi-go.com

in the case of a notice given to you:

the address provided by you when registering for these Services or as updated from time to time.

26.4. If, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside normal working hours in the place of service of the notice or other communication it shall be deemed to be given or made at the start of normal working hours on the next usual working day.

27. Independent Contractor / No Partnership

27.1. Nothing in these Terms is intended to or shall be deemed to establish any partnership or joint venture between any of the Parties, constitute any Party as an agent for the other Party or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

28. General

28.1. You shall not be at liberty to assign, delegate, sub-contract or otherwise transfer any or all of your rights and obligations under these Terms without the consent of BasiGo. BasiGo shall be entitled to assign these Terms to any party and shall provide you with written notice to this effect.

28.2. These Terms (together with any documents referred to in these Terms) constitutes the whole agreement between the Parties relating to the matters contemplated herein and no Party has relied on any representation made by any other party which is not a term of these Terms.

28.3. No agent or representative of any Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation, promise or terms not set forth herein.

28.4. Failure by any of the Parties to exercise any rights under these Terms in any one or more instances will not constitute a waiver of such rights in any other instance. A waiver by any of the Parties of any default under these Terms will not be deemed a waiver of any other default.

28.5. If any provision of these Terms shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity, and enforceability of the other provisions of these Terms shall not be affected and the legality, validity, and enforceability of the whole of these Terms in any other jurisdiction shall not be affected.

28.6. Any action required or permitted to be taken, and any document required or permitted to be executed, under these Terms by any Party may be taken or executed by the authorised representatives of such Party.

29. Dispute Resolution

29.1. Each Party shall settle amicably any dispute arising out of or in connection with these Terms or in its validity, interpretation, or termination by appointing a representative with decision-making authority to negotiate a resolution.

29.2. Save as herein otherwise specifically provided, any dispute (including as to the interpretation, validity, enforceability or termination of these Terms) between the Parties as to matters arising under or pursuant to these Terms as aforesaid which cannot be settled amicably thirty (30) days after receipt by one Party at the other Party’s request for such amicable settlement may be referred to the exclusive jurisdiction of the courts of the Republic of Kenya.

30. Governing Law

30.1. These Terms and any dispute or claim, including non-contractual disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Kenya.