Last updated: [April 12, 2025]
These Terms of Service (hereinafter referred to as the "Terms") constitute a legally binding agreement between UPCTOX MARKETS LTD, a company duly incorporated and existing under the laws of Uganda , with its registered Postal office at P.O Box 114815 (hereinafter referred to as "Upctox," "we," "our," or "us"), and the registered and licensed corporate entity opening or maintaining a Corporate Account with Upctox (hereinafter referred to as the "Client," "you," or "your").
By applying for, registering, or maintaining a Corporate Account with Upctox, the Client expressly agrees to comply with, and be bound by, the provisions of these Terms, together with any other rules, policies, guidelines, or instructions that may be issued or amended by Upctox from time to time.
The Corporate Account is intended to provide companies with the capacity to engage in stock market–related investment activities through Upctox in accordance with internationally recognized financial standards, subject to regulatory compliance. The Client acknowledges that the Corporate Account is a specialized financial product, distinct from individual accounts, and is governed by stringent legal, regulatory, and contractual obligations.
For purposes of these Terms, the following terms shall have the meanings assigned to them herein:
"Corporate Account" shall mean the investment account offered by Upctox exclusively to duly incorporated, registered, and licensed companies.
"KYC Verification" shall mean the mandatory process of "Know Your Customer" compliance whereby corporate documentation, beneficial ownership, and other identity-related information are verified by Upctox.
"Security Deposit" shall mean the refundable amount of USD $10,000 required for activation of the Corporate Account, refundable only upon fulfillment of the conditions set forth herein.
"Maintenance Fees" shall mean the monthly and annual fees charged to maintain the Corporate Account and cover administrative, regulatory, and compliance-related costs.
"Profits" shall mean net positive returns derived from investments in stock market instruments, calculated strictly on the basis of stock performance and market conditions.
"Applicable Law" shall mean all relevant statutes, regulations, directives, and legal obligations imposed by competent authorities governing financial services, securities trading, taxation, and corporate conduct.
The Corporate Account is exclusively available to legal persons that satisfy the following criteria:
Upctox reserves the right to reject any application for a Corporate Account at its sole discretion, without obligation to provide reasons, if the Client fails to meet eligibility criteria or if acceptance of the Client would expose Upctox to regulatory, financial, or reputational risk.
Upon application for a Corporate Account, the Client shall submit all documents requested by Upctox, including but not limited to:
Certificate of Incorporation;
Articles or Memorandum of Association;
Register of Directors and Shareholders;
Proof of registered address;
Tax Identification Number;
Licenses or permits relevant to the Client's business activities; and
Valid identification for authorized signatories and ultimate beneficial owners.
Upctox shall review all documents submitted and may, at its discretion, require notarization, apostille certification, or additional information. Verification may also involve independent checks with government registries or third-party verification agencies.
If the Client commences investment activities prior to successful completion of KYC Verification:
This forfeiture is deemed necessary to preserve compliance with securities laws, anti-money laundering regulations, and contractual obligations of Upctox with licensed stock market operators.
Prior to activation of the Corporate Account, the Client shall remit to Upctox a Security Deposit of USD $10,000. The Security Deposit serves as a safeguard for Upctox against non-compliance, regulatory violations, or breaches of these Terms.
The Security Deposit shall be refundable upon the following conditions being met:
The Security Deposit shall be forfeited in whole or in part if:
The Client engages in fraudulent activity;
The Client breaches any material provision of these Terms;
The Client provides false or misleading information; or
The account is terminated due to regulatory violations.
The Corporate Account shall be subject to a monthly maintenance fee, as published on the official Upctox platform. The fee shall be automatically deducted from the account balance or invoiced directly to the Client.
An annual maintenance fee shall also apply at the commencement of each fiscal year of the account. The annual fee is distinct from, and in addition to, the monthly fee.
Upctox reserves the right to revise, adjust, or amend the maintenance fees, provided that the Client shall be given not less than thirty (30) days' written notice prior to the effective date of such adjustment.
All investment activities through the Corporate Account shall be executed in compliance with Upctox protocols, stock exchange requirements, and Applicable Law.
Profits shall be determined exclusively by the performance of the underlying stock market. Upctox makes no representations, guarantees, or warranties regarding the profitability of investments.
The Client shall not engage in the following:
Trading prior to KYC Verification;
Using the Corporate Account for money laundering or terrorist financing;
Attempting to manage or control another Client's Corporate Account.
Any breach of investment standards, including investment without KYC Verification, shall result in automatic forfeiture of invested funds and accrued profits.
Each Corporate Account shall be treated as a separate and independent legal account. The Client shall not exert control over, or permit third parties to manage, accounts belonging to other corporate entities.
The Client shall comply with all laws relating to anti-money laundering (AML) and counter-terrorist financing (CTF). Any suspicious activity shall be reported to competent authorities.
The Client acknowledges that investments are subject to stock exchange rules and securities regulations. Compliance with such regulations is mandatory.
The Client is solely responsible for the reporting and payment of all taxes, duties, or levies arising from profits or investment activities.
Forfeiture of funds, profits, and/or Security Deposit may occur upon:
Breach of these Terms;
Misrepresentation of corporate documentation;
Violation of Applicable Law.
Upctox may, at its sole discretion, terminate the Corporate Account without prior notice if the Client engages in unlawful, fraudulent, or non-compliant conduct.
The Client may terminate the Corporate Account by submitting a written closure request, subject to obligations and review procedures outlined herein.
Upon termination, any remaining profits shall be settled subject to Applicable Law. Outstanding fees shall be deducted prior to refund of the Security Deposit.
Refund of the Security Deposit shall only occur if the Corporate Account satisfies the minimum twelve (12) month period, is closed in good standing, and the ninety (90) day review has elapsed. Refunds shall be remitted through the same channel of original payment unless otherwise agreed.
The Client represents and warrants that:
The Client shall:
Maintain current and accurate corporate information with Upctox;
Promptly notify Upctox of any change in ownership, management, or legal status;
Abide by all instructions issued by Upctox concerning investment activities;
Ensure payment of all fees in a timely manner.
Upctox reserves the right to:
Refuse or decline any application for a Corporate Account;
Suspend or terminate the Corporate Account upon breach;
Report suspicious activity to competent authorities;
Amend these Terms in accordance with Clause 18.
Upctox shall not be liable for:
Any losses arising from stock market fluctuations;
Indirect, incidental, or consequential damages;
Losses arising from inaccurate, false, or misleading information supplied by the Client.
The Client agrees to indemnify and hold harmless Upctox, its directors, officers, employees, and affiliates against any and all claims, liabilities, damages, costs, or expenses arising from:
Breach of these Terms;
Misuse of the Corporate Account;
Non-compliance with Applicable Law.
Upctox shall treat Client information as confidential, subject to disclosure only as required by law or regulatory authority. The Client consents to the processing of its personal and corporate data in accordance with applicable data protection laws.
Upctox may amend these Terms at any time. Amendments shall be communicated to the Client via official notices or publication on the Upctox platform. Continued use of the Corporate Account constitutes acceptance of such amendments.
Upctox shall not be held liable for failure to perform its obligations where such failure is caused by events beyond its reasonable control, including but not limited to natural disasters, war, strikes, or regulatory intervention.
The Corporate Account is non-transferable. The Client shall not assign its rights or obligations without prior written consent of Upctox.
These Terms shall be governed by and construed in accordance with the laws of Uganda.
Disputes arising under these Terms shall first be resolved amicably through negotiation. Failing such resolution, disputes shall be referred to arbitration or the courts of competent jurisdiction in Uganda .
If any provision of these Terms is held invalid, such provision shall not affect the validity of the remaining provisions.
These Terms constitute the entire agreement between Upctox and the Client with respect to the Corporate Account.
No failure or delay by Upctox in enforcing any right under these Terms shall constitute a waiver thereof.
All notices under these Terms shall be delivered in writing by email, registered mail, or through the official Upctox platform.
Headings are for convenience only and shall not affect interpretation.
These Terms bind the parties and their successors in interest.
Any ambiguity shall not be interpreted against Upctox as drafter of these Terms.