1. INTRODUCTION

Welcome to UpCountry, a digital platform owned and operated by TENGEN-KAI GROUP LTD (“UpCountry,” “we,” “our,” or “us”). These Terms of Use (“Terms”) govern your access to and use of the UpCountry mobile application, website, and related digital services (“Platform”).

By creating an account, accessing, or using the Platform, you confirm that you have read, understood, and agreed to these Terms and our Privacy Policy. If you disagree, you must not use the Platform.

2. NATURE OF PLATFORM

UpCountry is a peer-to-peer connection platform that enables individuals offering travel seats (“Drivers”) to connect with individuals seeking transportation (“Passengers”) for intercity or upcountry trips.

UpCountry:

• Is not a Transport Network Company (TNC), public service vehicle operator, or transport provider as defined under the National Transport and Safety Authority (NTSA) framework.
• Does not own, operate, manage, or control any vehicle, driver, or trip.
• Does not offer or provide transport services to the public.

All ride arrangements occur directly between independent users. UpCountry merely provides a digital environment for users to communicate and coordinate travel.

3. ELIGIBILITY

To use UpCountry, you must:

• Be at least 18 years old.
• Have the legal capacity to enter into a binding agreement.
• Provide true, complete, and current information when registering.

We reserve the right to suspend or terminate accounts that breach these conditions.

4. USER ACCOUNTS

You are responsible for safeguarding your login credentials and all activity under your account. You agree not to share, transfer, or assign your account without written consent from UpCountry.

UpCountry may suspend or terminate access if there is evidence of misuse, fraud, or violation of these Terms.

5. PLATFORM SERVICES, PRICING, AND FEES

UpCountry provides a digital marketplace and facilitation tools that enable independent users to discover, confirm, and communicate regarding shared intercity travel opportunities. UpCountry does not provide transportation services and does not act as a carrier, agent, broker, or transport operator.

5.1 Booking Fee

To confirm participation in a posted trip, a Passenger may be required to pay a Booking Fee.

The Booking Fee is a non-refundable platform access and facilitation fee charged by UpCountry in exchange for:

• Confirming a booking on the Platform;
• Unlocking access to the Driver’s communication channel (including in-app chat or group communication);
• Providing digital coordination, visibility, and booking confirmation tools.

The Booking Fee is earned immediately upon successful booking confirmation and access being granted, regardless of whether the trip is ultimately completed.

5.2 Trip Amount (Cost-Share Payment)

The amount stated by a Driver for a trip (“Cost-share Amount”) represents a cost-sharing contribution toward travel expenses and is determined solely by the Driver.

UpCountry:

• Does not set, control, collect, receive, hold, or process Trip Amount payments;
• Is not involved in the exchange of Trip Amounts between Drivers and Passengers;
• Does not guarantee the performance, completion, or quality of any trip.

All Trip Amount payments are made directly between Drivers and Passengers, outside the Platform, and at their own discretion.

5.3 Price Display and Transparency

For transparency and user clarity, UpCountry may display a combined indicative price that includes:

• The Trip Amount payable directly to the Driver; and
• The Booking Fee payable to UpCountry.

Before completing payment, Passengers are presented with a clear breakdown showing:

• The Trip Amount (payable directly to the Driver at the time of travel); and
• The Booking Fee (payable immediately to UpCountry).

By proceeding with payment, users acknowledge and accept this breakdown and the distinct nature of each component.

5.4 Cancellations and Refunds

Once a booking is confirmed and access to Driver communication is granted, the Booking Fee is non-refundable, including but not limited to circumstances where:

• A Driver cancels a trip;
• A Passenger chooses not to proceed with the trip;
• The trip is modified, delayed, or does not occur.

Any refunds, reimbursements, or disputes relating to the Trip Amount are matters solely between the Driver and Passenger. UpCountry bears no responsibility for resolving such disputes.

5.5 Optional Paid Features for Drivers

Drivers may elect to purchase optional paid features, including but not limited to boosted visibility, priority listing, or promotional placement of trips.

Payments for such optional features are non-refundable once processed, regardless of trip completion or booking outcomes.

5.6 Acknowledgment

By using the Platform and completing a booking, users expressly acknowledge that:

• The Booking Fee compensates UpCountry for digital access and facilitation services that are delivered immediately and cannot be reversed;
• UpCountry is not a party to any transport arrangement;
• All travel occurs at the users’ own risk.

6. USER RESPONSIBILITY

All users agree to act responsibly and in accordance with the law. You must not:

• Use the Platform for any illegal or fraudulent purpose.
• Misrepresent your identity, trip details, or intentions.
• Engage in harassment, discrimination, or unsafe conduct.
• Post false, defamatory, or misleading information.
• Copy, modify, or exploit any part of the Platform for commercial use without permission.

Violations may result in immediate suspension, termination, or legal actions.

7. PLATFORM DISCLAIMER

UpCountry:

• Does not verify the identity or driving credentials of users beyond what is voluntarily submitted.
• Does not guarantee punctuality, safety, or the condition of any vehicle.
• Shall not be liable for delays, accidents, losses, or misconduct of any user.

All travel arrangements are at the user’s own risk.

8. ASSUMPTION OF RISK AND WAIVER OF LIABILITY (DRIVERS)

By registering as a Driver, you acknowledge that:

• You operate as an independent individual, not as an agent or employee of UpCountry.
• You are solely responsible for your vehicle’s condition, roadworthiness, insurance, and compliance with the law.
• You assume all risks associated with offering rides through the Platform.
• You release UpCountry, its parent company (TENGEN-KAI GROUP LTD), directors, and affiliates from any and all claims, demands, or damages arising from your participation as a Driver.

Drivers agree to indemnify UpCountry from any third-party claims arising out of their conduct, vehicle operation, or user interactions.

9. ASSUMPTION OF RISK AND WAIVER OF LIABILITY (PASSENGERS)

By registering as a Passenger, you acknowledge that:

• You understand that all travel arrangements are made directly with independent Drivers.
• You are responsible for ensuring your own safety and verifying trip details before departure.
• You accept all risks associated with traveling with individuals met through the Platform.
• You release UpCountry and TENGEN-KAI GROUP LTD from all liability, loss, or damage that may occur during or after a trip arranged through the Platform.

Passengers agree to hold UpCountry harmless from any claim arising from disputes, injuries, or damages related to travel.

10. INTELLECTUAL PROPERTY

All intellectual property rights, trademarks, and content appearing on the Platform are the exclusive property of TENGEN-KAI GROUP LTD. You may not copy, distribute, modify, or reverse-engineer any part of the Platform without express written permission.

11. SUSPENSION, TERMINATION, AND ENFORCEMENT

UpCountry reserves the right to modify, suspend, or terminate access to the Platform at any time, without prior notice, if a user breaches these Terms or engages in activity harmful to the Platform or its community.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

• UpCountry shall not be liable for indirect, incidental, consequential, or punitive damages.
• UpCountry’s total liability, if any, shall not exceed the service fees paid by the user within the six months preceding the incident.

13. MODIFICATION OF TERMS

UpCountry may update these Terms periodically. The updated version will be posted on the Platform with a revised effective date. Continued use of the Platform constitutes acceptance of the revised Terms.

14. GOVERNING LAW AND JURISDICTION

These Terms are governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising under or in connection with these Terms shall be submitted to the exclusive jurisdiction of the Kenyan courts.

15. CONTACT INFORMATION

Questions regarding these Terms may be directed to: info@upcountry.app