Platform Terms and Conditions of Use

1.1 These Platform Terms and Conditions of Use (“Terms”) are issued by Gula Ventures Limited, a company incorporated in Kenya under the Companies Act 2015, trading as “Msoko” (hereinafter referred to as “we”, “us”, “our”, or the “Company”). These Terms govern your access to and use of the Msoko online marketplace platform, including the Msoko website, mobile application, and all associated services (collectively, the “Platform”).

1.2 By registering for an account, accessing, or using the Platform in any manner, you (the “User” or “you”) acknowledge that you have read, understood, and agree to be legally bound by these Terms, together with our Privacy Policy, Cookie Policy, and any other policies published on the Platform from time to time, all of which are incorporated herein by reference.

1.3 If you do not agree to these Terms, you must immediately cease accessing or using the Platform. Your continued use of the Platform following any amendments to these Terms constitutes your acceptance of the amended Terms.

1.4 We reserve the right to modify, update, or replace these Terms at any time. We will notify you of material changes by email, in-app notification, or by posting a notice on the Platform. It is your responsibility to review these Terms periodically.

2.1 In these Terms, unless the context otherwise requires, the following definitions apply:

"Account"

the user account created by you on the Platform through which you access the Services.

"Applicable Law"

all applicable statutes, regulations, guidelines, and directives in force in Kenya, including but not limited to the Consumer Protection Act 2012, the Data Protection Act 2019, the Computer Misuse and Cybercrimes Act 2018, and the Kenya Information and Communications Act (Cap. 411A).

"Business Day"

any day other than a Saturday, Sunday, or public holiday gazetted in the Republic of Kenya.

"Consumer"

a User who purchases or places an order for a Product on the Platform for personal, household, or non-commercial use.

"Content"

all text, images, photographs, graphics, videos, audio, reviews, ratings, data, and other materials displayed or available on the Platform.

"Delivery Partner"

an independent third-party logistics or courier provider engaged to facilitate the physical delivery of Products from Vendors to Users.

"Order"

a request placed by a User through the Platform to purchase one or more Products from a Vendor.

"Platform"

the Msoko online marketplace, including the website, mobile application, and all associated digital services operated by the Company.

"Privacy Policy"

the Company's privacy policy governing the collection, use, and protection of personal data, as published on the Platform from time to time.

"Product"

any good or service listed for sale by a Vendor on the Platform.

"Services"

the marketplace services, payment facilitation, and all other services made available to Users through the Platform.

"User"

any individual who registers for and/or accesses the Platform, including Consumers and prospective buyers.

"Vendor"

a third-party seller or merchant registered on the Platform who lists and sells Products to Users.

2.2 References to “include” or “including” are to be construed without limitation. Headings are for convenience only and shall not affect the interpretation of these Terms.

3.1 To register for and use the Platform, you must:

• Be at least eighteen (18) years of age, or at least sixteen (16) years of age with the express consent and supervision of a parent or legal guardian who accepts these Terms on your behalf;
• Be legally capable of entering into a binding contract under the laws of Kenya;
• Not have been previously suspended or banned from the Platform; and
• Provide accurate, truthful, and complete registration information.

3.2 By registering, you represent and warrant that all registration information you provide is accurate, current, and complete, and you undertake to update such information promptly if it changes.

3.3 You may register using your email address, mobile phone number, or an approved third-party authentication method (such as Google Sign-In). You are responsible for all activities conducted through your Account, whether or not authorised by you.

3.4 You shall keep your Account login credentials, including your password, strictly confidential and shall not share them with any third party. You must notify us immediately at support@msoko.com upon becoming aware of any unauthorised access to or use of your Account.

3.5 We reserve the right to decline, reject, or cancel any Account registration at our sole discretion, including where we reasonably suspect the information provided is false, fraudulent, or incomplete.

3.6 You may only hold one active Account at any time. The creation of multiple Accounts for the purpose of circumventing restrictions, bans, or Vendor commission obligations is strictly prohibited.

4.1 The Msoko Platform is an online marketplace intermediary that connects independent Vendors with Consumers. The Company does not manufacture, store, or take title to any Product listed on the Platform unless expressly stated otherwise.

4.2 Each sale of a Product on the Platform constitutes a direct transaction between the Vendor and the User. The Company is not a party to the sale contract between a User and a Vendor, except to the extent of facilitating payment processing and platform services.

4.3 The Company acts as a limited payment collection agent on behalf of Vendors for the purpose of receiving payment from Users in respect of Orders placed on the Platform. Your payment obligation to the Vendor is satisfied upon successful payment to the Company through the Platform's payment gateway.

4.4 The Company does not endorse, guarantee, or warrant the quality, safety, legality, accuracy of description, or fitness for purpose of any Product listed by a Vendor on the Platform. Users are encouraged to review Vendor ratings, product descriptions, and Consumer reviews before placing an Order.

4.5 The Company shall use reasonable endeavors to make the Platform available on a 24/7 basis but does not guarantee uninterrupted access. Scheduled or emergency maintenance may result in temporary unavailability, for which the Company shall not be liable.

5.1 You may browse and search the Platform without registering for an Account. However, placing an Order requires a registered Account.

5.2 Product listings, descriptions, photographs, and prices displayed on the Platform are published by Vendors. The Company uses reasonable efforts to ensure Listings are accurate but does not independently verify all product information and cannot guarantee its completeness or accuracy.

5.3 The display of a Product on the Platform does not constitute a legal offer by the Company or the Vendor. An Order placed by you constitutes an offer to purchase the relevant Product(s) from the Vendor on the terms of the Listing.

5.4 An Order is accepted and a binding contract of sale is formed between you and the Vendor upon the Vendor's confirmation of the Order, which will be communicated to you via the Platform or by email/SMS notification.

5.5 You are responsible for ensuring the accuracy of your Order details, including the selected Product, quantity, size, colour, delivery address, and any other specifications, prior to submitting the Order. Orders cannot be amended after submission except as permitted by the Vendor's cancellation policy.

5.6 The Company reserves the right to cancel or refuse to process any Order where: (a) Payment is declined or cannot be verified; (b) There is a suspected error in the Product price or description; (c) The Product is no longer available; (d) There are reasonable grounds to suspect fraud or violation of these Terms; or (e) Any other lawful reason as determined by the Company.

6.1 All Product prices displayed on the Platform are in Kenya Shillings (KES) unless otherwise stated, and are inclusive of applicable Value Added Tax (VAT) and other statutory levies, unless expressly indicated otherwise.

6.2 Delivery fees, where applicable, are displayed separately at checkout and are determined by the Delivery Partner or the Vendor based on the delivery location and Order weight or size.

6.3 The Company accepts payment through the following methods, subject to availability: (a) Mobile money (M-Pesa and such other mobile money platforms as may be enabled from time to time); (b) Debit and credit card payments (Visa, Mastercard, and such other card schemes as may be supported); (c) Bank transfer; and (d) Such other digital payment methods as may be made available on the Platform.

6.4 All payments are processed through a secured third-party payment gateway. The Company does not store your full payment card details on its servers. You are responsible for ensuring that your payment details are accurate and that sufficient funds are available.

6.5 In the event that a payment is unsuccessful or reversed after an Order has been confirmed, the Company reserves the right to cancel the Order and suspend your Account pending resolution.

6.6 Prices on the Platform may change from time to time. The price applicable to your Order is the price displayed at the time you complete your Order. Subsequent price changes do not affect confirmed Orders.

6.7 Promotional discounts, vouchers, and loyalty rewards are subject to separate terms and conditions and may be withdrawn or amended at any time. Promotions may not be combined unless expressly stated.

6.8 You are responsible for any taxes, duties, or other charges applicable to your purchase under the laws of your jurisdiction, in addition to the purchase price.

7.1 Upon successful payment, you will receive an Order confirmation via the Platform, email, or SMS. The Order confirmation sets out the details of your Order and the estimated delivery timeline.

7.2 Delivery of Products is carried out by Vendors (directly or through Delivery Partners). Delivery timelines are estimates and may vary depending on the delivery location, Product availability, and factors beyond our or the Vendor's control.

7.3 You are responsible for providing an accurate and accessible delivery address. The Company and the Vendor shall not be liable for failed or delayed delivery resulting from an incorrect or inaccessible delivery address provided by you.

7.4 Where a delivery attempt fails because you are unavailable to receive the Order, a re-delivery attempt will be made in accordance with the Delivery Partner's procedures. If delivery fails after two attempts, the Order may be returned to the Vendor and you may incur re-delivery or return fees.

7.5 Risk and title in a Product pass to you upon successful delivery and acceptance of the Order at your nominated delivery address.

7.6 If you have not received your Order within the estimated delivery window and have not been contacted regarding a delay, please contact us at support@msoko.com or via the in-app help centre.

7.7 The Company shall not be responsible for delays in delivery arising from force majeure events, including adverse weather conditions, industrial action, civil unrest, government directives, or widespread disruption to logistics networks.

8.1 The Company is committed to ensuring a fair and transparent returns and refunds process in compliance with the Consumer Protection Act 2012. Your statutory rights as a consumer are not affected by these Terms.

8.2 You are entitled to return a Product and receive a full refund or replacement where: (a) The Product delivered is materially different from the description in the Listing; (b) The Product is defective, damaged, or not of merchantable quality at the time of delivery; (c) The wrong Product has been delivered; or (d) The Product has not been delivered within a reasonable time beyond the estimated delivery date.

8.3 To initiate a return, you must: (a) Log in to your Account and navigate to the “My Orders” section; (b) Select the relevant Order and initiate a return request within seven (7) days of the delivery date (or such other period as specified by the Vendor's return policy); (c) Provide a brief description of the reason for the return and, where applicable, supporting photographs; and (d) Keep the Product in its original condition and packaging pending collection by the Delivery Partner.

8.4 Refunds shall be processed within seven (7) to fourteen (14) Business Days of approval of the return request, to the original payment method used for the Order. Timelines may vary depending on your bank or mobile money provider.

8.5 Certain Products are not eligible for return or refund, including: (a) Perishable goods (such as food and flowers) once delivered; (b) Personalized or custom-made Products; (c) Digital goods or software once downloaded or activated; (d) Health and hygiene Products once unsealed; and (e) Any Product that has been used, damaged by the User, or returned without its original packaging.

8.6 Where a dispute arises between you and a Vendor regarding a return or refund, the Company shall act as a neutral facilitator in attempting to resolve the dispute. The Company's decision in such disputes shall be final and binding as between you and the Vendor, subject to your statutory rights.

8.7 Cancellations of confirmed Orders are subject to the individual Vendor's cancellation policy. Where an Order has already been dispatched, cancellation may not be possible and the standard returns process shall apply.

9.1 You are solely responsible for all activities conducted through your Account, including any Orders placed, payments made, and content posted, regardless of whether such activities were authorised by you.

9.2 You must use a strong and unique password for your Account and must not share your login credentials with any other person. You should log out of your Account at the end of each session, particularly when using shared or public devices.

9.3 You must notify us immediately at support@msoko.com if you: (a) Suspect that your Account has been accessed without your authorisation; (b) Believe your password has been compromised; or (c) Notice any suspicious transaction or activity on your Account.

9.4 The Company shall not be liable for any loss or damage arising from unauthorised access to your Account where such access results from your failure to keep your credentials secure or your failure to notify us promptly of a suspected breach.

9.5 We may implement additional security features on the Platform from time to time, including two-factor authentication, biometric verification, and device registration. You may be required to enable such features to continue using certain Platform functions.

10.1 You agree not to use the Platform for any unlawful purpose or in any manner that violates these Terms. In particular, you must not:

• Impersonate any person or entity, or misrepresent your identity or affiliation;
• Use the Platform to purchase, sell, or facilitate the sale of Prohibited Products, including counterfeit goods, controlled substances, weapons, or any goods whose trade is illegal under Applicable Law;
• Attempt to circumvent any security, access control, or fraud prevention mechanisms on the Platform;
• Use automated scripts, bots, scrapers, or similar tools to access, extract data from, or interact with the Platform without our prior written consent;
• Post, transmit, or disseminate false, misleading, defamatory, obscene, or offensive content on the Platform;
• Submit fraudulent or manipulated product reviews, ratings, or feedback;
• Interfere with, disrupt, or attempt to gain unauthorised access to the Platform or its servers;
• Introduce viruses, malware, spyware, or any other harmful code into the Platform;
• Engage in any form of money laundering, financial fraud, or payment manipulation through the Platform;
• Attempt to transact with a Vendor directly outside the Platform to avoid the payment process or Commission structure;
• Harass, threaten, or abuse any Vendor, Company employee, Delivery Partner, or other User; or
• Engage in any conduct that is prejudicial to the Company's reputation or the integrity of the Platform.

10.2 Violation of this Clause may result in immediate suspension or permanent termination of your Account, reporting to relevant law enforcement or regulatory authorities, and legal action by the Company.

11.1 All Intellectual Property Rights in the Platform, including the Msoko brand, name, logo, design, software, technology, and all Content created by or on behalf of the Company, are and shall remain the exclusive property of Gula Ventures Limited or its licensors.

11.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your personal, non-commercial use, in accordance with these Terms.

11.3 You must not, without our prior written consent: (a) Copy, reproduce, distribute, or create derivative works from any Content on the Platform; (b) Use the Msoko brand, logo, or any other Company trademark or trade name in any manner; (c) Frame or mirror any part of the Platform on any other website; or (d) Reverse engineer, decompile, or disassemble any software or technology used in the Platform.

11.4 Product images, descriptions, and other content uploaded by Vendors remain the intellectual property of the respective Vendors. The Company does not claim ownership of Vendor content but is granted a licence by Vendors to display such content on the Platform.

11.5 If you believe that any Content on the Platform infringes your Intellectual Property Rights, please notify us in writing at support@msoko.com with details of the alleged infringement.

12.1 The Platform may allow you to submit reviews, ratings, comments, questions, and other user-generated content (“User Content”) in respect of Products and Vendors.

12.2 By submitting User Content, you represent and warrant that: (a) You are the sole author of the User Content and own all rights in it, or have obtained all necessary permissions to submit it; (b) The User Content is accurate, honest, and reflects your genuine experience; (c) The User Content does not infringe the Intellectual Property Rights, privacy rights, or any other rights of any third party; and (d) The User Content does not contain defamatory, offensive, discriminatory, or unlawful material.

12.3 By submitting User Content, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, reproduce, edit, publish, display, distribute, and create derivative works from your User Content for the purpose of operating and promoting the Platform.

12.4 The Company does not endorse or verify User Content and is not responsible for the accuracy or reliability of reviews or ratings posted by Users. The Company reserves the right to remove, edit, or decline to publish any User Content that violates these Terms or the Company's content standards, without notice.

12.5 Submitting false, incentivised, or manufactured reviews is a serious violation of these Terms and may result in Account suspension and legal liability.

13.1 The Platform may contain links to third-party websites, applications, or services that are not owned or controlled by the Company. We provide such links for your convenience only and do not endorse, approve, or assume any responsibility for third-party content, products, services, or privacy practices.

13.2 Your access to and use of any third-party website or service is at your own risk and is subject to the third party's own terms and conditions and privacy policy.

13.3 The Company shall not be liable for any loss or damage you may suffer as a result of your interaction with any third-party website or service linked from the Platform.

14.1 The Company collects, processes, and stores your personal data in accordance with the Data Protection Act 2019 of Kenya and our Privacy Policy, which is incorporated into these Terms by reference and is available on the Platform.

14.2 By registering for and using the Platform, you consent to the collection and processing of your personal data as described in our Privacy Policy, including for the purposes of: (a) Account registration and management; (b) Processing and fulfilling Orders; (c) Payment processing and fraud prevention; (d) Customer support and dispute resolution; (e) Platform improvement and analytics; and (f) Marketing and promotional communications (where you have given consent or as otherwise permitted by law).

14.3 You have rights under the Data Protection Act 2019, including the right to access, correct, and request deletion of your personal data. To exercise these rights, please contact our Data Protection Officer at support@msoko.com.

14.4 The Company implements industry-standard technical and organisational security measures to protect your personal data against unauthorised access, disclosure, loss, or destruction. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security.

14.5 We may share your personal data with Vendors and Delivery Partners to the extent strictly necessary for the fulfilment of your Orders. We do not sell your personal data to third parties.

14.6 We may use anonymised and aggregated data for analytical and commercial purposes without restriction.

15.1 THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED ACCESS.

15.2 The Company does not warrant or guarantee: (a) That the Platform will be available at all times or free from errors, bugs, or interruptions; (b) That any Product listed by a Vendor will meet your specific requirements; (c) The accuracy, completeness, or reliability of any Product description, image, or review published by a Vendor or User; or (d) That delivery will be completed within any estimated timeframe.

15.3 To the fullest extent permitted by Applicable Law, the Company shall not be liable for: (a) Any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of data, or loss of opportunity; (b) Any loss or damage arising from a defective Product supplied by a Vendor; (c) Any loss arising from unauthorised access to your Account resulting from your failure to maintain the security of your credentials; (d) Any disruption, delay, or failure of delivery by a Delivery Partner; or (e) Any loss resulting from your reliance on information provided on the Platform by a Vendor or another User.

15.4 Where the Company is found liable notwithstanding the above, the Company's total aggregate liability to you for any and all claims arising under or in connection with these Terms shall not exceed the total amount paid by you for the relevant Order(s) giving rise to the claim in the three (3) months preceding the event.

15.5 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by Applicable Law. Your statutory rights as a consumer under the Consumer Protection Act 2012 are not affected.

16.1 You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, and contractors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) Your access to or use of the Platform in violation of these Terms; (b) Your breach of any representation, warranty, or obligation under these Terms; (c) Any User Content you submit that infringes the rights of a third party or violates Applicable Law; or (d) Any fraudulent, negligent, or unlawful act or omission by you in connection with the Platform.

17.1 The Company reserves the right to amend, update, or replace these Terms at any time. Where changes are material, we will notify you by email, in-app notification, or by posting a prominent notice on the Platform not less than fourteen (14) days before the changes take effect.

17.2 Your continued access to or use of the Platform after the effective date of any amendment constitutes your acceptance of the updated Terms. If you do not accept the amended Terms, you must stop using the Platform and may close your Account.

17.3 We recommend that you review these Terms periodically to stay informed of any updates. The date of the most recent version is displayed at the top of this document.

18.1 You may close your Account at any time by contacting us at support@msoko.com or through the Account settings on the Platform, subject to completion of any pending Orders and settlement of any outstanding amounts owed to the Company.

18.2 The Company may suspend or permanently terminate your Account, with or without notice, where: (a) You breach these Terms or any policy published on the Platform; (b) There is reasonable suspicion of fraud, identity theft, money laundering, or other unlawful activity; (c) You engage in conduct that is abusive, threatening, or prejudicial to other Users, Vendors, Delivery Partners, or the Company; (d) You have multiple outstanding or disputed payment obligations; (e) We are required to do so by a court order, regulatory authority, or Applicable Law; or (f) We decide to discontinue the Platform or a material feature of the Platform.

18.3 Upon termination of your Account: (a) Your right to access and use the Platform shall immediately cease; (b) Any pending Orders at the time of termination will be processed or cancelled in accordance with the circumstances; (c) Any amounts owed by you to the Company shall become immediately due and payable; and (d) The Company shall retain your personal data in accordance with its Privacy Policy and Applicable Law.

18.4 Clauses 11 (Intellectual Property), 14 (Privacy), 15 (Limitation of Liability), 16 (Indemnification), and 19 (Dispute Resolution) shall survive the termination of your Account or these Terms.

19.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law provisions.

19.2 In the event of any dispute, claim, or controversy arising out of or in connection with these Terms, your use of the Platform, or any transaction conducted through the Platform, the Parties shall first attempt to resolve the matter through good faith negotiation within fourteen (14) days of one party notifying the other of the dispute.

19.3 If the dispute is not resolved through negotiation, either party may refer the matter to mediation before a mutually agreed mediator or, failing agreement, before a mediator appointed by the Chartered Institute of Arbitrators Kenya Branch.

19.4 If mediation fails or is not agreed upon within thirty (30) days of the referral, either party may institute legal proceedings before a court of competent jurisdiction in Nairobi, Kenya.

19.5 Nothing in this Clause shall prevent the Company from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its rights or the integrity of the Platform.

19.6 For consumer complaints and disputes, you may also contact the Competition Authority of Kenya or such other regulatory body as may be empowered to deal with consumer complaints under Applicable Law.

20.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies published on the Platform, constitute the entire agreement between you and the Company relating to your use of the Platform and supersede all prior agreements and understandings.

20.2 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

20.3 Waiver. No failure or delay by the Company in exercising any right under these Terms shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

20.4 Assignment. You may not assign or transfer your rights or obligations under these Terms to any third party without our prior written consent. The Company may assign its rights and obligations under these Terms to any successor entity in the event of a merger, acquisition, or corporate reorganisation, upon notice to you.

20.5 Force Majeure. The Company shall not be liable for any failure or delay in performance of its obligations under these Terms where such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, widespread telecommunications failure, government action, or civil unrest.

20.6 Language. These Terms are published in English, which shall be the governing language for all purposes. Any translated version is provided for convenience only.

20.7 No Partnership or Agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and the Company.

21.1 If you have any questions, concerns, or complaints regarding these Terms or your use of the Platform, please contact us through any of the following channels:

21.2 We aim to respond to all queries within two (2) Business Days. For urgent matters, please clearly mark your communication as “URGENT” in the subject line.