TORRID PETRIC ACCOUNTING SYSTEM

TERMS AND CONDITIONS OF USE

1. ACCEPTANCE OF THESE TERMS

1.1 By creating an account, registering for, accessing, or using the Torrid Petric Accounting System and any related application, feature, or service (collectively, the "Platform"), you agree to be bound by these Terms. You must affirmatively accept these Terms during registration before your account is created.

1.2 If you already have an account, you are automatically bound by these Terms as of the effective date. By continuing to access or use the Platform after that date, you confirm your acceptance. If you do not agree, you must not create an account or use the Platform; existing users may close their account under Clause 25. Until you accept the current version, you will not be able to access any feature.

2. PARTIES AND LEGAL AGREEMENT

These Terms constitute a legally binding agreement between you and Torrid Petric Legacy Enterprises Ltd (the "Company", "we", "us", or "our"), a company incorporated under the laws of the Republic of Uganda, and govern your access to and use of the Platform.

3. DEFINITIONS

In these Terms: "Account" means your user account; "Account Type" means Personal, Business, Property Module, POS Module, or Employee Portal; "AI Agent" means an in-app AI assistant with access to Platform data or backend functions on your behalf; "Billing Cycle" means the recurring monthly or annual period for which a subscription or fee is payable; "Conversion Psychology Engine" means the Platform's urgency/scarcity campaigns, social-proof notifications, and gamified milestones (Clause 18); "Demand Note" means a property rates or ground rent demand generated through a Property Module; "Fuel" means the Points balance debited for payable actions; "Grace Period" means five (5) working days after an unpaid renewal date (Clause 15.4); "Hard-Gate" means an automated block preventing payable features from running (Clause 16.3); "Installment Schedule" means the tier-derived fixed-equal-installment payment plan (Clause 15.7); "Mindcheck" means the optional mental-health self-assessment (Clause 4.7); "Peg" means the UGX-to-Points conversion rate; "Personal Data" means any information relating to an identified or identifiable person, per the Data Protection and Privacy Act, 2019; "Platform" has the meaning in Clause 1.1; "Point Account" means the record holding a Fuel balance; "Points" means universal fuel units credited on payment and debited on payable actions; "Services" means the financial, accounting, property, billing, payroll, compliance, AI-assisted, Points Fuel & Metering, Conversion Psychology, and Microsoft 365 integration functions; "User Data" means any data you input, upload, or generate through the Platform.

4. NATURE OF THE SERVICES AND ACCOUNT TYPES

4.1 The Platform provides tools to manage, record, track, and report financial and operational data, including bookkeeping, accounting, property and tenancy management, billing, and compliance. The Services, including AI-assisted features, are provided "as is" and "as available".

4.2 Personal Accounts let you track income, expenses, assets, savings, loans, budgets, statements, a will and estate plan, and use the AI Advisor. You are the sole owner of your Personal Account data.

4.3 Business Accounts support multi-user membership. A Business Owner may invite Business Members (Manager, Accountant, Sales, Viewer) and assign granular capabilities; each member's access is limited to those granted. The Owner is responsible for all activity under their Business Account, including members' actions.

4.4 Property Modules are workspaces for ground rent and property rates assessment, demand notes, receipts, QR verification, document sign-off, reconciliation, bulk import, and team management. The Module Owner is responsible for the accuracy of all assessments and demand notes. Team members act only within their assigned capabilities.

4.5 POS Modules are point-of-sale workspaces for products, bills, receipts, and team management. The Module Owner is responsible for all sales records and receipts.

4.6 Employee Portal is a self-service view where an employee accesses only their own payslips, leave, and attendance. Employees have no access to employer finances or other employees' data.

4.7 Mindcheck. The Platform offers an optional mental-health and financial-wellness self-assessment ("Mindcheck"). Mindcheck is a self-reflection tool, not a medical or psychological diagnostic instrument, and does not constitute medical, psychological, or counselling advice. Participation is voluntary, results are for your personal information, and you may complete the assessment without providing contact details. Where you do provide an email and opt in, the Platform may send you engagement and wellness content. Mindcheck data is processed as sensitive personal data under our Privacy Policy.

5. NO FINANCIAL OR PROFESSIONAL ADVICE

The Platform, including AI-generated outputs, is a tool and does not constitute financial, legal, tax, accounting, investment, medical, or psychological advice. You are solely responsible for verifying any output and for obtaining independent professional advice where appropriate.

6. ACCOUNT REGISTRATION AND SECURITY

To access the Services, you must register with accurate, current, and complete information and accept these Terms during registration. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your Account. You must notify us immediately of any unauthorized use or security breach.

7. ACCEPTABLE USE

You agree not to use the Platform: (a) in violation of any law; (b) to infringe any third party's rights; (c) to transmit malicious code; (d) to attempt unauthorized access; (e) to interfere with or disrupt the Platform; or (f) to misuse bulk import, AI extraction, or reconciliation to introduce false or misleading records.

8. AI-GENERATED OUTPUT

The Platform may generate automated or AI-assisted summaries, calculations, demand notes, receipts, financial digests, fuel-efficiency insights, Mindcheck guidance, marketing content, and recommendations. We do not warrant that any output is accurate, complete, or fit for any purpose. You are solely responsible for reviewing and verifying any output before acting on it or publishing it.

9. OWNERSHIP AND USER DATA

All rights in the Platform remain with the Company. You retain all rights in your User Data and grant the Company a limited license to use, store, and process it solely to operate the Services. For Business, Property Module, and POS Module accounts, data is scoped to the owning account; members may only access data within their granted capabilities. We employ row-level security to enforce this isolation.

10. PRIVACY AND ELECTRONIC COMMUNICATIONS

We protect your Personal Data per the Data Protection and Privacy Act, 2019 of Uganda. See our Privacy Policy for details, including sensitive Mindcheck data. By accepting these Terms, you consent to receive electronic communications (in-app notifications, email) and agree to electronic signatures and transactions under Ugandan law.

11. USER RESPONSIBILITY FOR LEGAL COMPLIANCE

You are solely responsible for ensuring your use of the Platform and any output complies with all applicable laws, regulations, tax rules, and accounting standards. Property Module owners and team members are responsible for ensuring demand notes, assessments, and receipts comply with applicable local government regulations.

15. PAYMENTS, MOBILE MONEY, AND PLATFORM BILLING

15.1 The Platform may integrate mobile money (MoMo) and other payment services. You authorize us to initiate payment requests on your instruction. We are not liable for failures of the mobile network operator or payment provider.

15.2 Platform billing — including recurring flat-fee billing for Property and POS Modules and sustainability contributions for Business, Property Module, and personal feature access — is managed by the Company. Unpaid fees may result in suspension under Clause 24. Refunds, where applicable, are at the Company's discretion per applicable law.

15.3 Renewal Billing Cycles. Each subscription, contribution, and flat-fee is billed on a recurring Billing Cycle (monthly or annual, as you select). The start date, renewal date, and final fee are confirmed on approval. You must pay each renewal on or before its renewal date.

15.4 Grace Period. If a renewal payment is not received by its renewal date, a Grace Period of five (5) working days (excluding weekends and Ugandan public holidays) applies, during which access remains active and reminders may be sent. If still unpaid after the Grace Period, access may be suspended under Clause 24.

15.5 Team-Member Pricing. For Business and Property Module accounts, the base contribution covers a defined number of team members; additional members are billed at a flat per-member fee confirmed during review. The total is payable on the same Billing Cycle.

15.6 Proof of Payment. Mobile-money payments may require a transaction ID and/or uploaded receipt, verified before access is restored. False or forged proof is a breach and may lead to termination under Clause 25.

15.7 Installment Schedules and Upfront Deposit. For multi-year and lifetime billing tiers, the total contribution is payable as a fixed-equal-installment schedule: a minimum fifty percent (50%) upfront deposit plus equal installments for the remainder, all due by a tier-derived deadline (monthly = +7 days; annual = +30 days; 3-year = +90 days; 5-year = +150 days; 10-year+ = +300 days; lifetime = +365 days). Points are released proportionally as each installment is verified. Until the 50% deposit is received, payable features are blocked by the Installment Hard-Gate (Clause 16.3).

15.8 Payment-Proof Recovery. If the Company cannot confirm a payment during application review, the application is marked "unpaid" and access is held. You may upload a payment receipt and enter the mobile-money transaction ID through the recovery flow; the Company will re-review and restore access upon verification. Reminders continue until verification is complete.

16. POINTS FUEL AND METERING

16.1 The Platform operates a universal fuel system that converts your payments into Points (1 Point = a fixed UGX amount, the "Peg") and debits Points for payable actions. Sustainability contributions, renewal fees, approved Refill Requests, and ad-hoc payments are credited as Points at the prevailing Peg.

16.2 Payable actions — including AI queries, bulk imports, document generation, and other credit-consuming features — consume Points at rates maintained by the Company. The Company may adjust rates from time to time, including through automated calibration comparing actual processing costs against Points charged.

16.3 Hard-Gates. Payable features are automatically blocked when any of the following conditions is met, and lifted automatically when the condition clears: (a) Zero-Fuel Gate — your Point Account balance reaches zero; (b) Installment Gate — your upfront deposit is below 50% of the billed amount; (c) Milestone Gate — your payment ratio falls below the required threshold (50% by the annual midpoint, 75% by the last quarter) after the relevant deadline; and (d) Billing Block — a renewal remains unpaid after the Grace Period. Free and read-only features remain available during any gate.

16.4 Carry-Forward. Annual payers may carry forward unused monthly Point quotas within the billing year, subject to a cap configured by the Company. Monthly payers do not carry forward; Points reset at each rollover. Lifetime packages do not expire.

16.5 Refills, Ad-Hoc Payments, and Gift Transfers. You may submit a Refill Request (mobile-money payment with proof) to add Points; the Company verifies before crediting. The Company may accept ad-hoc payments and convert them to Points. You may transfer Points to another user's Point Account as a gift through the Points Shop, subject to limits the Company sets; such transfers are a one-way gift and do not create a cash refund or resale right. Points have no cash value, are non-transferable except through the Platform's gift-transfer feature, and are not refundable except where required by law.

17. ADVERTISING AND REFERRALS

The Platform may display sponsored advertisements. Advertisers are solely responsible for their ad content and must comply with the Platform's content policy. We may reject or remove any campaign at our discretion. The referral program rewards users for qualifying referrals; we may modify or discontinue it and void rewards obtained through fraud or abuse.

18. CONVERSION PSYCHOLOGY ENGINE

18.1 The Platform operates a Conversion Psychology Engine that displays urgency/scarcity campaigns (with live countdowns), social-proof notifications (showing real, aggregated counts of activated features and accounts), and gamified activation milestones and rewards across the landing page, dashboard, and application surfaces.

18.2 Social-proof counts displayed by the Engine are computed from real Platform data and are aggregated so that no individual user is identifiable. The Engine does not display your personal data to other users.

18.3 Gamification tracks the number of features you have activated and may award bonus Points or tier badges when you reach defined milestones. Milestone rewards are at the Company's discretion and may be modified or discontinued.

18.4 The Engine is informational and persuasive; it does not obligate you to purchase any feature. You may dismiss individual urgency banners, and the Engine's master switch may be turned off by the Company at any time.

19. MICROSOFT 365 AND THIRD-PARTY INTEGRATIONS

19.1 The Platform may integrate with Microsoft 365 (Outlook, OneDrive, Word, and Excel) and other third-party services to export documents, archive files, send mail, sync calendars, and round-trip Word documents. When you connect such an integration, your data is transferred to and processed by the third-party provider under that provider's terms and privacy policy.

19.2 You are responsible for ensuring you have the right to connect a third-party account and for the content you send to or store with the third party. The Company is not liable for the acts or omissions of third-party providers.

20. SOCIAL-MEDIA PUBLISHING

20.1 The Platform's automated social marketing engine may generate and publish content to connected social-media accounts (LinkedIn, Facebook, Instagram, and others) on your behalf or on the Platform's behalf. You are responsible for reviewing and approving content before publication and for ensuring it complies with this Content Policy and the third-party platform's terms.

20.2 TikTok publishing is not automated; the Platform stages draft content for manual posting. You are responsible for any content you publish manually.

20.3 The Company may disconnect, pause, or modify social-media publishing at any time and is not liable for actions taken by third-party platforms against your account.

21. IN-APP AI AGENTS

21.1 The Platform provides in-app AI Agents (business, sales, finance, HR, inventory, customer-assistant, and employee-HR agents) that may read Platform data, invoke backend functions, and take actions on your behalf within your granted capabilities.

21.2 You are responsible for any action an AI Agent takes at your instruction or on your behalf, and for reviewing agent-proposed actions before confirming them. The Company is not liable for actions taken by an AI Agent that you authorize.

21.3 AI Agents may be paired with automated workflows that run on a schedule or on Platform events. You will be notified of material agent actions where feasible.

22. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, and affiliates from any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of: (a) your use of the Platform; (b) your User Data; (c) content you publish to social media or third-party services through the Platform; (d) your breach of these Terms; or (e) your violation of any law or third party's rights.

23. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by law, the Platform and all Services are provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted, timely, secure, or error-free, or that results from its use will be accurate or reliable.

24. TERM AND SUSPENSION

24.1 These Terms take effect on the date you first create an Account or otherwise accept them, and remain in effect until terminated per Clause 25.

24.2 We may suspend or restrict your access immediately, without notice, if we reasonably believe you have breached these Terms or that such action is necessary to protect the Platform or other users.

24.3 Overdue Renewal Suspension. If a renewal remains unpaid after the Grace Period (Clause 15.4), the Company may suspend the relevant account, module, or feature access, restored upon verification of payment.

24.4 Hard-Gates. Payable features are automatically blocked under the Hard-Gates in Clause 16.3. These are technical controls, not disciplinary measures, and are lifted automatically when the underlying condition clears.

25. TERMINATION

You may terminate these Terms at any time by closing your Account and discontinuing use of the Platform. We may terminate or suspend your access at any time, with or without cause or notice. Upon termination, your right to access and use the Platform ceases immediately. Clauses that by their nature should survive termination, including Clauses 5, 10, 11, 15, 16, 18, 19, 20, 21, 22, 23, and 26, shall survive.

26. GOVERNING LAW, AMENDMENTS, AND GENERAL PROVISIONS

26.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Uganda. Any dispute shall be subject to the exclusive jurisdiction of the competent courts of Uganda.

26.2 We may amend these Terms from time to time. We will update the "Effective Date" and notify you of material changes through the Platform and/or by email. By continuing to use the Platform after amended Terms are posted, you accept the amended Terms. If you do not agree, you may close your Account.

26.3 These Terms, together with our Privacy Policy and Content Policy, constitute the entire agreement between you and the Company. If any provision is held invalid, the remaining provisions continue in full force. No failure or delay by the Company in exercising any right shall operate as a waiver. You may not assign your rights without the Company's prior written consent. The Company is not liable for failures due to causes beyond its reasonable control.

27. CONTACT INFORMATION

If you have any questions, concerns, or complaints regarding these Terms or the Platform, you may contact us at:

Torrid Petric Legacy Enterprises Ltd Komamboga, Waligo Road, Kampala, Uganda torridpetriclegacyent.ltd@gmail.com · +256 781860240

By continuing to use the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.