1. Overview
Your use of the Platform (hereinafter defined) is subject to these Terms of Use. By using the Platform, you will be deemed to have accepted and agreed to be bound by these Terms of Use and create a legal relationship between the Company and yourself. The Company (hereinafter defined) may make changes to these Terms of Use from time to time. The Company may notify you of such changes by any reasonable means, including by posting the revised version of these Terms of Use on the Platform. Your use of the Platform following changes to these Terms of Use will constitute your acceptance of those changes.
You must carefully read and understand the Terms and Conditions set out herein and as amended from time to time by the Company (the Terms and Conditions) before downloading or using the platform (hereinafter defined) or opening an account which will govern the use and operation of the platform and the Account.
After downloading the application and/or platform, you will be deemed to accept the Terms and Conditions upon clicking the “Accept” option on the platform asking you to confirm that you have read, understood and agreed to abide by the Terms and Conditions. If you do not agree with the Terms and Conditions, please click the “Decline” option on the platform. Please note that you will not be able to access the Services if you decline the Terms and Conditions.
The Services offered by the Company can only be utilized by persons over the age of 18 (eighteen). The Company reserves the right to verify the authenticity of personal information you provide when opening an account to use the platform.
2. Access Restrictions
The Company reserves the right to restrict your access to the Platform or part of it. Access to the Platform may be subject to registration and other conditions.
3. Definitions
3.1 In these Terms of Use, unless stated otherwise, the following terms shall have the following meanings:
3.1.1Company means Vipi Kenya Solutions Limited, a private company limited by shares, incorporated in Kenya under company number PVT – GYUQ2DBR and having its registered office at Lavington.
3.1.2Group Company means a company: (a) which is directly or indirectly controlled by Vipi Kenya Solutions; or (b) which directly or indirectly controls Vipi Kenya Solutions; or (c) which is, directly or indirectly, controlled by a company that also, directly or indirectly, controls Vipi Kenya Solutions. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a company, whether through the ownership of voting securities, by contract through the ability to appoint the majority of the directors or other governing officers of a company or otherwise and the expressions Controlling, Controlled by and under common Control with shall be construed accordingly;
3.1.3Intellectual Property means all inventions (whether registerable, patentable or not), design rights, database rights, copyrights, moral rights, registered or unregistered trade and service marks, logos, get-up and trade names and, in each case, the goodwill attaching to them, all know-how, and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which subsist anywhere in the world from time to time in use by the Company and which are owned by or licensed to the Company, prepared, designed or created by the Company or any of the Group Companies, employees or consultants whether used with or for the Services or not;
3.1.4Platform means the Vipi Store or application owned and operated by the Company providing a digital marketplace and/or trading platform for goods and services by multiple third parties.
3.1.5Services means the goods and services available to Users through the Platform and any other feature or function added thereon from time to time by amendment, addition, development, update, replacement, modification or upgrade;
3.1.6Terms means these terms and conditions as may be modified, supplemented or amended from time to time; and
3.1.7User means any person registered to use the Services;
3.2 In these Terms, reference to a person includes reference to any individual, firm, company, corporation or other body corporate, government, state or agency of state or any unincorporated association, joint venture or partnership (whether or not having a separate legal entity).
4. Content Uploading
4.1 By uploading content on the Platform or contacting other Users thereon, you warrant that:
4.1.1 Any content uploaded by yourself is compliant with the Terms herein;
4.1.2 The content is legal and lawful under the laws for the time being in force in the jurisdiction of the upload;
4.1.3 You are the legal and beneficial owner of the content, product or service offered for sale or sold to other Users and such content, product or service is free of any encumbrance;
4.1.4 The provision of the content, product or service does not constitute an infringement of a right, patent, trademark, intellectual property rights, trade secret, copyrights or any other proprietary right in or on any of the content, products and/or services so provided; and
4.1.5 You will indemnify and hold blameless the Company (including the Group Company, its officers, directors, employees, agents) against any claims for loss and damage resulting from any breach of the Terms herein or the use of the Platform.
4.2 Content uploaded will be considered non-confidential and non-proprietary. You will retain all proprietary rights to such content. However, the Company shall have an unrestricted royalty-free license in perpetuity to use, store and copy uploaded content and to distribute and make available to other Users and third parties in accordance with the Terms herein.
4.3 Save for personal information, any content uploaded by yourself on the Platform shall be made available to other Users. Further, subject to Clause 4.4, 9 and 10, the Company shall not share your personal information without your prior consent.
4.4 The Company reserves the right to disclose your identity to any governmental agency, law enforcement agency or court of law or tribunal which requests or orders the same in accordance with any national or county law or regulation then in force.
4.5 By utilizing the services you represent and warrant that the funds spent by purchasing products through the platform are not proceeds of crime for the purposes of the Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009 and you acknowledge that the Company may in the future be required by law to disclose your name and other information relating to your use of the platform pursuant to the provisions of and regulations under the Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009. You further warrant that: (a) none of the funds utilized on the platform have been or will be derived from or related to any activity that is deemed criminal under the laws of Kenya or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to you; and (b) you shall promptly notify the Company if you discover that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.
4.5 The Company shall not be responsible or liable to any third party, for the content, accuracy, validity, usefulness or legal status of any content posted by yourself nor does the Company warrant the accuracy, validity or usefulness of such content to such third parties.
4.6 The Company reserves the right to remove any content uploaded by yourself, without any reference to you, considered, in the Company’s sole opinion, to be incompatible with the Terms herein, in breach of any national or local laws currently in force, to be in bad faith, immoral or likely to cause annoyance or offense to other Users or the public. The Company also reserves the right to require you to immediately remove any content from the Platform at any time and you shall immediately comply with any request by the Company to remove any such content.
4.7 You solely assume the risk of any material downloaded or otherwise obtained from the Platform. The Company shall not be responsible for any loss or damage resulting from material downloaded or otherwise obtained from the Platform.
5. Performance and Suspension
5.1 The Company shall use all reasonable efforts to ensure that the Platform is available at all times. However, the Company cannot guarantee that the Platform or any part thereof or feature thereon will always be available and/or error free. In particular, the Platform may be unavailable during periods when the Company implements upgrades to or carries out essential maintenance. The Company shall not incur any liability for any direct or indirect loss (including loss of profit, sales, business or revenue, loss of business opportunity, goodwill or reputation or loss of anticipated savings) or damage suffered by yourself or third parties as a consequence of such unavailability.
5.2 The Company provides the Platform on an ‘as is’ basis and makes no representations as to the quality, completeness or accuracy of any content made available on the Platform. To the maximum extent permitted by law, the Company expressly excludes:
5.2.1 all conditions, warranties and other terms that might otherwise be implied by law into these Terms of Use; and
5.2.2 any and all liability to you or third parties, whether arising under these Terms of Use or otherwise in connection with your use of the Platform.
The foregoing is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. Notwithstanding the foregoing, nothing in these Terms of Use is intended to exclude or limit any liability that may not by law be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under the Consumer Protection Act, No. 46 of 2012 or other statutory rights which may not be excluded.
6. Suspension and Termination
6.1 Your use of the Platform is conditional on your compliance with the rules of conduct set forth in these Terms of Use and you agree that you will not use the Platform:
6.1.1 in any way that breaches any applicable laws in Kenya;
6.1.2 in any way that breaches these Terms;
6.1.3 in any way that is unlawful or fraudulent in any jurisdiction or in a manner that is intended to promote any unlawful or fraudulent purpose or effect;
6.1.4 to transmit or procure the sending of, any unsolicited, unintended or unauthorized advertising or promotional material;
6.1.5 in any way which promotes (a) sexually explicit material (b) violence (c) discrimination of any kind (d) gambling or (e) any other illegal activity;
6.1.6 in any way that infringes any copyright, intellectual property rights or trade mark of any other person or User;
6.1.7 in any way that breaches any legal duty owed to any person;
6.1.8 in any way that is likely to defraud or deceive any User;
6.1.9 in any way which enables you, any User or person to: (i) gain any unauthorized access to the Platform or its related equipment, systems or networks; (ii) interfere with, alter, modify, re-engineer, damage or disrupt the operation or performance of the Platform, any part of the Platform or its related equipment, systems or network, any software or code used in the provision of the Services or any equipment, system or network or software or code owned or used by any third party; or (iv) to send or store material containing viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs;
6.1.10 to resell or charge others for use of or access to the Platform;
6.1.11 to duplicate, transfer, give access to, copy or distribute any part of the Platform in any medium without the Company’s prior written consent; or
6.1.12 to publish or upload any content which is obscene, threatening, hateful, harassing, racially or ethnically offensive, abuses or invades another’s privacy, offensive, defamatory, hateful, inflammatory, false, a misrepresentation or could damage the Company, any User or person.
6.2 The Company may suspend the Service in any of the following circumstances:
6.2.1 Where it is obliged to immediately suspend the Service in connection with any order, instruction or request of any government, governmental or regulatory organization, emergency services or other competent authority;
6.2.2 In connection with the maintenance or upgrade of the platform. The Company will in the circumstances, use all reasonable efforts to provide you with the maximum period of notice practicable; or
6.2.3 where it considers that there is or is likely to be a breach of security anywhere on the Platform.
7. Price and Payment
7.1 The Platform will be provided to you free of charge.
7.2 The Company reserves the right to charge a fee for the use of the Platform at any time. Any such fee charged may be revised from time to time. The Company shall serve you with a notice of change of charge one month prior to effecting the change.
8. Liability
8.1 The Company shall not and is under no obligation to monitor, moderate, review or inspect the products and/or services being provided by any User on the Platform or the agreements or arrangements entered into in relation thereto.
8.2 The Company does not warrant, represent, guarantee or assume responsibility for any product or service offered to you through the Platform or by using the Services and specifically the Company does not warrant that the products and/or services provided by any User: are legally owned by that User, free from any encumbrances, do not infringe on any intellectual property rights of any person, will correspond to the description and/or sample provided to you by any User, will be fit for purpose and/or will be of a satisfactory quality.
8.3 You solely assume the risk of using the Platform or the Services. The Company shall not be liable nor does it by these Terms assume responsibility for any direct or indirect loss (including loss of profit, sales, business or revenue, loss of business opportunity, goodwill or reputation or loss of anticipated savings) or damage suffered by yourself as a consequence of using the Platform or the Services.
8.4 You by these Terms agree to waive and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company and shall indemnify and hold blameless the Company (including the Group Company, its officers, directors, employees, agents) on demand, from and against any and all liability disclaimed by the Company in terms of this Clause 8.
8.5 Further and without prejudice to the foregoing, in any event should the Company be found to be liable, the Company’s maximum liability to you or any third party arising out of or related to the Use of the Platform or the Services, whether in contract or tort, or otherwise is limited to the amount paid on the goods and services relating to the transaction from which the complaint or dispute arose.
9. Personal Information Use
9.1 The Company undertakes to the best extent possible comply with data protection laws applicable in Kenya in respect of your personal information.
9.2 You hereby agree that the Company may collect, store, process and use the personal information you provide to the Company or information the Company collects about you to:
9.2.1 facilitate the effective use of the Platform by you and other Users;
9.2.2 inform you or permit selected third parties to inform you, about products or services that are provided through the Platform that are similar to those that you have already purchased or enquired about, or which the Company feels may be of interest to you. However, any communication and particularly communication from third parties will be sent to you with your prior consent with an option to opt-out of such communication in the future;
9.2.3 notify you about any changes to, suspension or termination of the Platform or Services or any other administrative action; or
9.2.4 improve the user-experience or functionality of the Platform or develop, modify, upgrade or amend the Platform or the Services.
9.3 Further and without prejudice to clause 9.2, the Company may request, and or collect personally identifiable information about you, such as your full name, phone number, email address, national identity card number, and your picture, when you register for an account to use the platform, which information the Company may store and process. If you choose to purchase a product through the platform, the Company or its third-party payment processors will collect your payment information. When you use our platform, we may receive certain information about you. We do not send any promotional emails and text messages; however, we may send you service-related emails and texts related to your account. If you no longer wish to receive these emails and or texts, you may opt out of them by canceling your account.
9.4 The Company may collect information from users of the platform and may transfer the personal information to companies that help to provide the service. Transfers to subsequent third parties are covered by the service agreements that limit use of such information to maintenance of the platform or improvement of the same.
9.5 By accepting to use the platform you acknowledge the company may verify, and you hereby consent to the company verifying any personal information availed by you such as your phone number, name, date of birth, National Identification Number (“ID”) or Passport Number with Mobile Money Providers and Credit Reference Bureaus to enable the Company to identify you and comply with the regulatory “Know Your Customer” requirements. By agreeing to the company verifying personal information provided by you, as outlined herein, you further hereby agree to hold the company harmless with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may arise as a result of the disclosure / verification and reliance by the company on the information obtained subsequent to the verification.
9.6 The Company will retain personal data processed on behalf of users for as long as needed to provide the services. The Company will further retain this personal information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
10. Information Sharing
10.1 You agree that the Company may share your personal information and any other data provided by you with any Group Company.
10.2 You agree that the Company may share your personal information and any other data provided by you:
10.2.1 If you voluntarily share personal information under the VIPI SOLUTIONS profile on the Platform;
10.2.2 To the prospective Target Company or Acquirer in the event of a take-over of the Company or acquisition by the Company of another entity as the case may be; or
10.2.3 Under any compulsion of law or in order to enforce or comply with these Terms.
10.3 The Company will not rent or sell your personally identifiable information to others. The Company may store personal information in locations outside the direct control of the Company (for instance, on servers or databases co-located with hosting providers). Any personally identifiable information you elect to make publicly available on the platform, will be available to others. If you remove information that you have made public on our platform, copies may remain viewable in cached and archived pages of our platform, or if other users have copied or saved that information.
10.4 The Company may share non-personally identifiable information (such as anonymous usage data, referring/exit pages and URLs, platform types, number of clicks, etc.) with interested third parties to help them understand the usage patterns for certain products listed or sold through the platform. In addition, the Company may collect information about location of users of the platform, however such information is used to strictly tailor services to users.
10.5 The Company may buy or sell/divest/transfer the company (including any shares in the company), or any combination of its products, services, assets and/or businesses. Your information such as customer names and email addresses, and other User information may be among the items sold or otherwise transferred in these types of transactions. The Company may also sell, assign or otherwise transfer such information in the course of corporate divestitures, mergers, acquisitions, bankruptcies, dissolutions, reorganizations, liquidations, similar transactions or proceedings involving all or a portion of the company. You will be notified via email and/or a prominent notice on our Site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.
10.6 By agreeing to download and use the Company’s platform you consent to the company accessing your phone book and or contacts, if using the platform on a mobile device. The Company hereby confirms that by accessing your contacts it will not share contents thereof with third parties but may store such contacts in its servers. The Company may use this information to determine if your contacts are on the platform.
10.7 By agreeing to use the Platform you are confirming that you are consenting to the Company holding and processing your personal data for the purposes elaborated in this clause 10.
11. Information Storage
11.1 Personal information and other data collected from you may be transferred to, and stored at, a destination outside Kenya. By submitting your personal information and other data, you agree to this transfer, storing or processing. The Company will take steps reasonably necessary to ensure that your personal information is treated securely and in accordance with these Terms.
11.2 Although the Company will use reasonable endeavors to protect your personal information, it cannot guarantee the security of any of your personal information transmitted to it; any transmission is at your own risk. We cannot ensure or warrant the security of any information you transmit or guarantee that your information on the platform may not be accessed, disclosed, altered or destroyed by breach of any of our industry standard physical, technical or managerial safeguards. When you enter sensitive information (such as log in credentials) on our registration or order forms, we encrypt that information. However, the Company does not guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any physical, technical, or managerial safeguards. In the event that personal information is compromised as a breach of security, the Company will promptly notify you in compliance with applicable law.
12. User Capacity
The Company does not make any representations about the legal capacity of any of the Users. The Company shall not be responsible or liable to any third party or User in relation to the agreements or arrangements consummated or purported to be consummated by the third party or User through the Platform.
13. Viruses
The Company does not guarantee that the Platform will be secure or free from bugs or viruses.
14. Complaints
If you have any questions or if you have any complaints, please contact the Company through electronic mail address info @vipi.co.ke
Should you make a formal complaint regarding our service by contacting us in the manner outlined above, we will initiate the following procedure to resolve your complaint.
14.2.2 Investigation stage: We will contact you at your convenience, should further information be required for us to resolve the complaint. You will be provided with a reference number for your convenience and records.
Stage 1: Our advisors will investigate your complaint fully and undertake all reasonable efforts to resolve it. If the complaint is not resolved to your satisfaction at this stage, it will be escalated to management.
Stage 2: Management will consider the complaint and attempt to rectify the issue. Should the complaint remain unresolved, the Company will consider whether it is technically or economically feasible to resolve the issue, and inform you of our decision.
No further action: If the complaint has still not been resolved to your satisfaction, we will inform you that no further action is to be taken and advise you of your rights.
14.3 Time scales: The Company will endeavor to resolve a complaint as soon as possible but in any event no longer than thirty (30) days.
15. Assignment and Transfer
The Company may transfer its rights and obligations under these Terms. Your permission to use the Platform is personal to you and non-transferable.
16. Severance
If any of the provisions of these Terms is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.
17. Intellectual Property
The intellectual property rights in the Platform and all of the text, pictures, videos and other content made available on it are owned by the Company and its licensors. You may not print or otherwise make copies of any such content without the express prior permission of the Company.
18. Entire Agreement
These Terms comprise the entire agreement between yourself and the Company and supersedes all previous agreements and understandings between yourself and the Company and you and the Company do hereby acknowledge that you or it has not entered into this agreement relying upon a representation, warranty or other undertaking by yourself or the Company not fully reflected under these Terms.
19. Waiver
No delay or failure by the Company to exercise any right, power, privilege or remedy under these Terms shall operate to impair or be construed as a waiver of such right, power, privilege or remedy.
20. Survival
The provisions of Clauses 2, 7, 8, 9, 10, 14, 15 and 17 to 21 shall survive the termination of the use of the Services and/or the Platform by you.
21. Notice
Any notices to be given by the Company to you under these Terms shall be given by way of SMS, USSD, email, broadcast messages or such other methods as the Company may deem appropriate.
22. Governing Law
These Terms shall be governed and construed in all respects in accordance with the Laws of Kenya. All disputes shall be finally settled by the Courts of Kenya.
23. Language
Where these Terms appear on the Platform in another language, the English version of these Terms shall prevail in the event of any conflict in the different versions.