Stahili Terms of Use

1. Scope

1.1 This Stahili Application (the App) is operated by Stahili Commerce Limited (PVTGYU5RPEY) a limited liability company duly registered in the Republic of Kenya under the Companies Act, 2015 Kenya and having its registered office at 6th Floor, Suite No. 605, Mitsumi Business Park, Muthithi Road, Westlands and of Post Office Box Number 648-00606, Nairobi in the Republic of Kenya (the Company);

1.2 These terms of use (the Terms) govern the access, participation and use by the users (the Member or Members) of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums by the Company;

1.3 These Terms will also govern the access and redemption of rewards by the Users on the App any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums and third parties by the Company;

1.4 The Rewards include:

1.4.1 Airtime;
1.4.2 Cashback coupons;
1.4.3 Payouts via mobile money;
1.4.4 Data Bundles; or
1.4.5 Any other reward as may be determined by the Company.

2. ACCEPTANCE OF THE TERMS

2.1 By accepting these Terms, the Member is granted a limited, non-exclusive, nontransferable, and revocable license to access and use the App through any authorized platform (including but not limited to telephones, desktop browsers, mobile applications, tablets, or other approved digital channels) strictly in accordance with the Terms;

2.2 By accessing and using the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums the Member accepts in their entirety and agrees to be bound by the Terms without exception together with the App and Company’s Acceptable Use Policy (the Acceptable Use Policy), which shall apply together with these Terms. The Member acknowledges that they have read and understood both documents. If the Member does not accept these Terms or the Acceptable Use Policy, or objects to any provision herein, they must not download, onboard, or use the App;

2.3 Unless expressly set out in these Terms, the Member agrees not to:

2.3.1 rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
2.3.2 make alterations to, or modifications of, the whole or any part of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums, or permit the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums or any part of it to be combined with, or become incorporated in, any other programs;
2.3.3 disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability with another software program, and provided that the information obtained by the Member during such activities is:
- i) not unnecessarily disclosed or communicated without our prior written consent to any third party;
- ii) not used to create any software that is substantially similar to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
- iii) to include the Company’s copyright notice on all entire and partial copies the Member makes on any medium; and
- iv) provide or otherwise make available the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums in whole or in part (including object and source code), in any form to any person without the Company’s prior written consent.

2.4 The Company reserves the right to amend these Terms at any time. Additionally, certain aspects on the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums may be governed by specific conditions, whether set by the Company or an authorized third party. These modifications and special conditions shall apply in conjunction with the Terms. In case of any conflict, the specific modifications or special conditions shall prevail over these Terms. Users are responsible for reviewing the Terms periodically and must read and accept any applicable special conditions before accessing the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;

2.5 The Company may offer translations of these Terms in different languages for convenience and informational purposes only. The legally binding version shall be the English text. If there is any inconsistency between the English version and a translated version, the English version shall govern and take precedence; and

2.6 It is essential that the Member carefully review these Terms in conjunction with any other applicable policies, including our Privacy Policy (or any supplementary privacy notice provided when we collect or process your personal data). This ensures you fully understand how and why we use your personal information. These Terms operate alongside and do not override such policies. Where personal data collection or processing is involved, the Privacy Policy shall take precedence. For the User’s convenience, we recommend keeping a printed or saved copy of these Terms for future reference.

3. AUTHORIZED USE

3.1 By using the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums (including visiting, entering any details or opening an Account), You agree that: -

3.1.1 You have read, understood, and accepted these Terms;
3.1.2 You are bound by the content as specified in these Terms;
3.1.3 You are bound by the applicable rules by the Company while accessing in the App any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
3.1.4 You are above the age of majority in the Republic of Kenya;
3.1.5 You are of sound mind and take responsibility for Your own actions and can enter into this contract with us, which is enforceable by law;
3.1.6 You have sought independent legal advice before accepting these Terms;
3.1.7 You are responsible for complying with all Applicable Laws;
3.1.8 You will only use the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums for lawful purposes and in a lawful manner, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, employ any data mining, data gathering or extraction method or harmful data or any operating system into the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
3.1.9 You will not upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums, including any software viruses or any other computer code, files or programs;
3.1.10 You will not infringe any intellectual property rights or those of any third party in relation to your use of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums including the submission of any material (to the extent that such use is not permitted by the Terms);
3.1.11 You will not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
3.1.12 You will not use the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums in a way that could damage, disable, overburden, impair or compromise the systems or security or interfere with other Users;
3.1.13 You will not collect or harvest any information or data from App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums or any related systems or attempt to decipher any transmissions to or from the servers running the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
3.1.14 You have not been legally excluded or self-excluded from using the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;
3.1.15 You will only use the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums in compliance with Applicable Laws in the Republic of Kenya; and
3.1.16 You will not use the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums in any way which could be considered offensive. For purposes of this clause, “Offensive Content” means any content:
- i) that is in breach of law, including obscene, pornographic, defamatory, or offensive messages, that can be construed as hate speech or which can reasonably be seen as causing the recipient to feel embarrassed, abused, ridiculed, humiliated, assaulted, harassed or offended;
- ii) whose communication to the public would result in an infringement of third-party intellectual property rights or right to privacy;
- iii) which promotes a prohibited substance or product;
- iv) which promotes a product, substance, or service whose sale to minors is prohibited; or
- v) which promotes a product, substance, or service whose promotion, advertising or marketing is restricted by law.

3.2 Any breach of the Terms under Clause 3.1 shall entitle the Company, at its sole discretion and without prior notice, to:

i) Deactivate, suspend, or restrict the User’s Account;
ii) Revoke, forfeit, or recall any Rewards, benefits, or privileges accrued or associated with the Account; or
iii) Take further legal or remedial action as deemed necessary to enforce compliance or mitigate harm.

3.3 The Company reserves the right to determine, in its reasonable judgment, whether a breach has occurred and the appropriate measures to apply. This remedy is without prejudice to any other rights or remedies available under law.

4. MEMBER ACCOUNT REGISTRATION, SECURITY AND PRIVACY

4.1 To access the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums, the Member must: -

i) Register by creating an Account with a username and password and activating an Account;
ii) Provide a valid email address, mobile phone number and other mandatory personal details including full name, proof of identity or corporate authorization (if applicable);
iii) If the Member is a legal entity or business, the registering individual must declare they are duly authorized to bind the entity, which shall be fully liable under these Terms;
iv) Be at least 18 years old. The Company reserves the right to request proof of age and suspend accounts until satisfactory documentation is provided.

4.2 The Member warrants that all registration information is true, complete and updated and the Member shall promptly notify the Company of any changes in the User’s Account settings or notify the Company at hello@stahili.com;

4.3 The Member must keep the passwords and login details confidential and not disclose them to third parties is solely responsible for all activities conducted through their Account, whether authorized or not. The Member must immediately notify the Company at hello@stahili.com if they suspect unauthorized access;

4.4 The Company reserves the right to: -

i) conduct identity verification on the User’s certified identification documents, proof of address or bank statements;
ii) Request additional documentation to comply with data protection and/or anti-money laundering regulations laws and regulations; and
iii) Failure to provide the requested information may result in Account suspension or closure.

4.5 Where the Member is below 18 years old (the Minor), the Minor shall be required to provide a written consent from a parent or legal guardian authorizing the Minor’s use of the Account and acceptance of these Terms and submit proof of the guardian’s identity and their relationship to the Minor. The Company may suspend or terminate the Account of any Minor until such evidence is provided to the Company’s satisfaction;

4.6 The Member may not access the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums by means of another user’s account, nor may the Member create or maintain duplicate accounts under the same identification documents, personal details or credentials. Should the Member attempt to access the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums through another user’s Account or operate multiple accounts linked to the same identity, the Company reserves the right to immediately close all such accounts, forfeit any associated rewards, benefits, or privileges accrued (where applicable) and permanently bar the Member from future use of the Services;

4.7 The Company will process your personal data in compliance with all applicable laws and our Privacy Policy. The User’s express opt-in consent will be obtained prior to sharing your personal data with third parties for marketing purposes;

4.8 The Member may withdraw consent for marketing purposes at any time by adjusting this preference in the Account settings, using the unsubscribe link for any marketing communication of contacting the Company at hello@stahili.com; and

4.9 The User’s withdrawal use of their personal data for marketing purposes will not affect the right of the Company to communicate with the Member concerning any other operational communications required by the Company in order to fulfill its contractual obligations.

5. INTELLECTUAL PROPERTY

5.1 The Intellectual Property Rights covered by these Terms include, but are not limited to Patents, copyrights, trademarks, and trade secrets, business names, domain names, and designs, software rights, database rights, and moral rights, rights to inventions, trade dress, and goodwill and all other similar protections, whether registered or not, worldwide;

5.2 All Intellectual Property Rights related to the Company, App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums shall be the exclusive property of the Company;

5.3 The User’s access to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums is intended solely for personal and non-commercial use by the User. In any event, no one is authorized to copy, modify, tamper with, distribute, transmit, display, reproduce, upload, or otherwise alter the content therein;

5.4 In providing access to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums, the Company may use its pre-existing proprietary computer software, methodology, techniques, software libraries, tools, algorithms, materials, products, ideas, skills, designs, franchises, know-how or other intellectual property owned by the Company or its licensors/affiliates and the Company may also create additional intellectual property (the Company Intellectual Property). The Member agrees that any and all proprietary rights to the Company Intellectual Property, as it existed as of the date hereof and as it may be modified or created, including patent, copyright, trademark, and trade secret rights, to the extent they are available, are the sole and exclusive property of the Company, free from any claim or retention of rights thereto on the part of the User, and the Member hereby assigns to the Company any rights it may have in any of the foregoing;

5.5 The Member must not use any part of the content on App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums for commercial purposes without obtaining a licence to do so from the Company or our licensors/affiliates;

5.6 Where the Member prints off, copy, download, share or repost any part of our App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums in breach of these Terms, the User’s right to use App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums will cease immediately and the Member must, at our option, return or destroy any copies of the materials made; and

5.7 The Member shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums or any services provided via, or in relation to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums. This includes using (or permitting, authorizing or attempting the use of): -

i) Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process, or methodology to access, obtain, copy, monitor or republish any portion of the website or any data, content, information, or services accessed via the same; or
ii) Any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

6. ACCOUNT MANAGEMENT

6.1 Dormant Accounts

6.1.1 A Member Account shall be deemed dormant if no Member activity is recorded for a continuous period of six (6) months. For purposes of this clause, "Activity" shall mean active participation in survey requests through the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums; and
6.1.2 After the expiry of six (6) months, the Company reserves the right to terminate such Account and may at its sole discretion remit any accrued Rewards, benefits, or privileges to the Member or dispose of the remaining balance in accordance with applicable law and regulations after deducting any associated administrative costs and fees.

6.2 Account closure by a User

6.2.1 A Member is required to inform the Company of intention to close an account in writing, by sending an email to hello@stahili.com or by hand delivery to our office premises at 6th Floor, uite No. 605, Mitsumi Business Park, Muthithi Road, Westlands den City Residences, Garden City, Thika Road;
6.2.2 Subject to clause 6.2.1 above, any requests made via phone call will need to be followed up by an email or hand delivery of the request;
6.2.3 The account closure request should include the User’s written request together with a copy of your national ID/Passport, full name and mobile phone number and email used to register your register an account. The written request will need to declare that the mobile number and email address, which is a unique identifier to the Member account, is registered in the User’s name by the mobile services operator;
6.2.4 The Member shall remain responsible for any account Activity up to the point of actual account closure and the Member is encouraged not to participate in any survey requests after making an account closure request;
6.2.5 It is the Company’s policy not to close accounts with existing rewards, benefits, or privileges and the Member is required to withdraw or redeem any existing associated rewards, benefits, or privileges before making an account closure request;
6.2.6 The Company shall have the right and sole discretion to withhold any associated rewards, benefits or privileges accruing on a Member account for breach of clause 3 (Authorized use) clause 7 (Errors);
6.2.7 The Company shall endeavor to effect account close request within the shortest time possible but subject to due diligence on the account activity, enquiries with mobile money service providers, the National Police Service, the Ethics and Anti-Corruption Commission, the Financial Reporting Centre and the Unclaimed Financial Assets Authority among other relevant competent government authorities (altogether referred to as the Background Checks). This due diligence exercise applies to all account closure requests and may delay the turnaround time for effecting such requests.

6.3 Account closure by the Company

6.3.1 The Company reserves the right, at its sole discretion, to either temporarily suspend or permanently close a Member account where it undertakes a verification of Member account activity and establishes a material breach of these Terms, particularly, where the Company reasonably believes that the User’s continued access to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums may result in non-compliance with applicable legal or regulatory obligations;
6.3.2 The Company shall communicate to the Member its decision and thereafter any associated rewards, benefits, or privileges arising from breach of clause 3 (Authorized use) directly or indirectly shall be forfeited and the remainder remitted to the Member less any statutory deductions;
6.3.3 The Company may also retain any outstanding associated rewards, benefits, or privileges pending resolution of investigations arising from clause 7 (Errors);
6.3.4 Upon account closure, the Member irrevocably forfeits all rights to any associated rewards, benefits or privileges accruing on a Member account;

7. PARTICIPATION IN SURVEY REQUESTS

7.1 The terms of a survey request shall be clearly communicated for each of the individual surveys. The Member is responsible to ensure that these terms are read and fulfilled in order to qualify for the respective associated rewards, benefits, or privileges (if applicable) and also to facilitate any subsequent redemption and/or withdrawal. All survey request terms are to be read in conjunction with these Terms;

7.2 Survey Requests initiated by the Company shall be categorized as to the following types: -

i) Research survey;
ii) Cashback coupons survey;
iii) Satisfaction survey; and
iv) ROI tracker (Attribution measure).

7.3 In participating in Survey Requests, the Member shall be required to: -

7.3.1 Follow all written instructions provided in the Survey Request or as may be subsequently communicated by the Company;
7.3.2 Complete surveys within the stipulated timeframe communicated in the survey request;
7.3.3 Respond to follow-up questions or verification requests within provided timelines or as may be specified by the Company from time to time;
7.3.4 Provide factual, honest, and accurate responses to all survey questions;
7.3.5 Consent to the Company’s right to audit responses for truthfulness and disqualify Users for inconsistencies; and
7.3.6 Acknowledges that any delayed or incomplete submissions may disqualify the Member from rewards, benefits, or privileges (where applicable).

7.4 In participating in Survey Requests, the Member must not: -

7.4.1 fabricate or exaggerate the survey responses either though false demographics, purchase history, preferences or any other way that could impact the integrity of the survey;
7.4.2 misrepresent the Member identity or qualifications;
7.4.3 use automated tools such as bots, scripts or Artificial Intelligence tools to generate responses;
7.4.4 collaborate with others to manipulate results sharing answers or coordinating responses;
7.4.5 Exploit technical glitches or errors to gain unfair advantages;
7.4.6 Participate in the same survey multiple times unless explicitly permitted.

7.5 The Company may, at its sole discretion: -

i) flag, audit, or discard any survey responses deemed low-quality, including but not limited to rushed answers, nonsensical text, patterned responses or submissions exhibiting characteristics of automated tools;
ii) require Users to re-attempt surveys where technical errors or non-compliance are detected;
iii) employ verification measures including CAPTCHAs, IP address tracking, device fingerprinting or other fraud prevention technologies; and
iv) impose quality rating systems to assess response reliability. The Company's determination of response quality shall be final and binding.

7.6 In the event of non-compliance with survey participation requirements: -

i) first violations shall result in a written warning and forfeiture of any rewards associated with the affected survey;
ii) repeated violations may lead to temporary account suspension (30-90 days) or permanent exclusion from future survey opportunities; and
iii) egregious misconduct, including but not limited to identity fraud, use of automated tools, or deliberate data manipulation, shall constitute material breach of these Terms, resulting in immediate account termination, forfeiture of all accrued rewards and may subject the Member to legal action.

The Company reserves the right to determine the severity of violations and appropriate sanctions in its reasonable discretion.

8. PRIZE COMPETITION

8.1 The Company may from time to time offer prize competitions on the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums (the Prize Competitions). The Participation of the Member in the Prize Competitions shall be at the sole discretion of the Company which reserves the right to revoke an offer made to a Member to participate and put the Member account on hold in the event the Company determines the Member is not eligible;

8.2 Where the Company offers Prize Competitions in collaboration with third-party partners or through third party integrated campaigns or platform collaborations; The Member must separately review and agree to the third party’s terms and conditions governing participation. Eligibility for such competitions shall be subject to independent verification by both the Company and the third party; and

8.3 The Company disclaims all liability and obligations arising from: -

i) Any third party’s administration, execution, or failure to execute prize competitions, including but not limited to errors in winner selection, prize valuation, or fulfillment delays;
ii) Disputes arising from Member participation in third-party competitions or the redemption, cancellation, or expiration of rewards, benefits, or privileges governed by third-party;
iii) The accuracy, enforceability or modification of third-party terms, including any uncommunicated changes to redemption windows, eligibility criteria or prize availability; and
iv) Any claims, losses or damages resulting from a third party’s cancellation or termination of rewards (including cashback coupons), whether due to expiration, fraud, or breach of the third party’s terms.

9. ERRORS

9.1 The Company shall not be liable for any errors, omissions or inaccuracies in respect of survey requests or prize competitions where: -

i) the Company has incorrectly stated prize values, eligibility criteria, or competition rules and The Company incorrectly continues to accept entries after a competition has closed;
ii) the Company incorrectly calculates or awards prizes;
iii) any technical error occurs in competition mechanics, random selection processes, or winner determination systems;
iv) third-party partners fail to properly administer their portion of integrated campaigns; or
v) the Member fails to qualify under either the Company's or third party's terms despite initial eligibility indications.

9.2 The exclusion in this clause applies to all Prize Competitions offered through the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums, through third-party collaborations and also excludes any errors in the Company's and any third-party partner's systems;

9.3 The Company reserves the right to void any associated rewards, benefits, or privileges that were obtained as a result of hardware/software error or malfunction on the respective App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums and shall not liable for any loss that incurred may incur as a result of such suspension or delay; and

9.4 The Company shall not be liable for any downtime, server disruptions, lagging, or any technical disturbances or disruptions on the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums including any acts or omissions made by the User’s internet service provider or any third party with whom the Member rely upon to gain access to the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums.

10. THIRD PARTY CONTENT

10.1 The Company receives feeds, commentaries, and content from a number of suppliers. Certain third-party product providers may require the Member to agree to accept additional Terms and Conditions for the use of their materials. By declining such terms, the Customer acknowledges that access to the associated feeds, commentaries, or content will be restricted;

10.2 The Company disclaims all liability for third-party feeds, commentaries and content;

10.3 Links to third-party resources may appear on the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums solely for informational purposes and the Company does not: -

i) Exercises no control over the content of external websites or services;
ii) Makes no representations regarding the accuracy or completeness of such materials; and
iii) Accepts no liability for any direct or indirect loss or damage resulting from the User’s access to or use of these resources; and
iv) Represent that the presence of a third-party link does not imply endorsement of the third party’s products or services.

11. COMPANY LIABILITY

11.1 The Company does not warrant that App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums will be secure, error-free, or free from viruses or other harmful components;

11.2 The Member is solely responsible for ensuring the User’s IT systems, software, and devices are properly configured and protected when accessing App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums. The Member is therefore advised to use antivirus software or any other reasonable safeguards and during your access of App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;

11.3 The App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums (including all content, materials, and information) are provided "as is" without any guarantees of accuracy, reliability, or completeness. To the fullest extent permitted by law, we, the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums and our affiliates expressly disclaim all implied warranties, including those arising by statute, common law, or equity;

11.4 The exclusion from liability shall also include: -

i) Errors resulting from incorrect information provided by the User;
ii) Fraud, misrepresentation, or deceptive acts by the User;
iii) Delays in processing rewards, benefits, or privileges;
iv) Illegal use of the Member Account under Applicable Laws;
v) Unauthorized interception or misuse of Account data;
vi) Inability to access or use App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums for any reason;
vii) Issues beyond the Company’s control (e.g., hardware/software failures, viruses, ISP/telecom disruptions);
viii) Inaccurate, incomplete, or outdated information;
ix) Undelivered communications such as emails;
x) Government actions, force majeure events, or unforeseeable losses;
xi) Losses arising from Member breach of these Terms;
xii) Indirect, business, or non-causal losses;
xiii) Misconduct of other users such as defamatory/illegal acts;
xiv) Losses due to misuse of Member Account;
xv) Data transmission errors via the internet or email; and
xvi) The Company decision not to engage with the Member where concerns arise about the User’s activities.

11.5 The Company shall not be liable to the Member for any interference with or unavailability of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums, however caused. Under no circumstances shall the Company be liable to the Member for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, however caused, arising out of or in connection with the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums even where the possibility of such loss or damage is notified to the Company;

11.6 The Company’s sole liability under these Terms in respect of App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums’ interference or unavailability shall be limited to the re-establishment as soon as reasonably practicable, save where re-establishment is not commercially viable or is not within the Company’s control including, without limitation, Force Majeure or error, interruption, delay or non-availability of the respective systems, terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, operation of the law and failure of any public or private telecommunications system;

11.7 All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.

12. MEMBER LIABILITY AND INDEMNITY

12.1 The Member agree to fully indemnify, defend, and hold harmless the Company, its affiliates, employees, agents, and partners from and against any claims, liabilities, losses, charges, damages, expenses (including legal fees), or other costs incurred as a result of their access and use of the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;

12.2 The scope of the indemnity shall also cover: -

i) The Company’s, its affiliates, employees, agents, and partner’s actions or inactions based on your instructions;
ii) System failures including hardware/software malfunctions, data loss, power outages, communication disruptions, or force majeure events;
iii) The Member’s use/misuse of third-party software;
iv) Unauthorized Account access, security breaches, or equipment damage;
v) The Member’s beach of these Terms or provision of incorrect information;
vi) Third-party system failures or transaction processing errors; and
vii) Any controllable circumstances where we face claims due to your actions.

13. OUR USE OF YOUR PERSONAL DATA

13.1 The Company is committed to protecting the privacy of all users in accordance with its Privacy Policy and the provisions of the Data Protection Act, 2019 and the Data Protection (General Regulations) 2021. Users are advised to review the Privacy Policy and Data Privacy Notice and Consent Notice, which govern the collection, processing, storage, and sharing of Personal Data. These documents are accessible via the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums or upon written request to dataprotection@stahili.com;

13.2 The Company shall process Personal Data as specified in its Privacy Policy and the Data Privacy Notice and Consent Notice and in compliance with applicable data protection regulations;

13.3 The Member expressly acknowledges that the Company's verification of Personal Data shall be conducted pursuant to the mechanisms outlined in the Privacy Policy and Privacy Notice and the Data Privacy Notice and Consent Notice;

13.4 The Member consents to the Company’s use of automated processing systems to determine the Member’s eligibility based on collected Personal Data, while retaining the right to object to such processing; provided, however, that any objection may result in the Company’s inability to allow use of the Account and further provided that requests for manual review of automated decisions must be submitted in writing to hello@stahili.com;

13.5 The Member expressly consents to the transfer and storage of Personal Data in Kenya and any other jurisdictions where the Company or its service providers maintain facilities;

13.6 The Member authorizes the Company to disclose Personal Data to mobile third parties, regulatory or enforcement agencies. This authorization may be withdrawn by the Member in writing to hello@stahili.com at any time, except where such disclosure is necessary for the provision of the Services or required by law;

13.7 The Company reserves the right to verify the Member’s identity through government databases and other authorized sources to comply with its regulatory obligations;

13.8 The Company may monitor account activity and disclose Personal Data to relevant authorities when reasonably the Account is suspected of being connected to money laundering activities, other fraudulent activities or any other criminal conduct;

13.9 The Member shall promptly notify the Company of any changes to their Personal Data within thirty (30) days and respond expeditiously to any requests for information verification;

13.10 The Company reserves the right to deactivate or restrict Accounts, revoke or recall any Rewards, benefits, or privileges accrued or take such other actions as may be reasonably necessary where the;

i) the Member fails to verify their personal data;
ii) the Member fails to give information where necessary consents are withdrawn; or
iii) there exists reasonable suspicion of unlawful activity.

13.11 Where the Member fails to provide requested tax information, the Company may unilaterally make determinations regarding tax status unilaterally, withhold amounts as required by tax authorities and disclose information to relevant tax authorities as mandated by law.

14. TAXES

14.1 All payments made under these Terms are calculated without regard to any taxes payable by the User. If any taxes are payable in connection with the payment, the Member shall be solely responsible for their payment; and

14.2 The Member hereby consent and agree that the Company may withhold amounts in due on any rewards, benefits, or privileges accruing on an Account, if any tax authority requires the Company to do so, or the Company is otherwise required by law or pursuant to the Terms herein or with any tax authority to do so, or if the Company need to comply with internal policies or with any applicable order or sanction of a tax authority.

15. NOTICES AND COMMUNICATION

15.1 Notices
The Member accepts to receive communication from the Company. All Notices and Communication will be available the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums. All communication or notices by the Company made in electronic format will be considered to be in “writing” (the Company recognizes but assumes no obligation to provide any communication or notice in paper format) and have been received no later than five (5) business days after posting or dissemination, whether or not the Member acknowledges receipt.

15.2 Communication

15.2.1 The Member consents that the Company send the Member communication about (i) the, App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums; (ii) the services or transaction related matters that may be of importance to the User; and (iii) marketing messages in respect thereof;
15.2.2 The Member consent that Company may send notifications through our App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums as well as SMS and emails to the email address and mobile phone number the Member provides at the time of registration; and
15.2.3 The Member may opt out of any marketing Communication by the Company by writing to the Company at hello@stahili.com (ii) using the unsubscribe instructions in any email/SMS communications sent to the User. For App notifications only the Member may turn these off at the device level through settings within the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums.

16. GENERAL PROVISIONS

16.1 Waiver

16.1.1 No failure on the part of any party to exercise, or delay on its part in exercising, any right, power or remedy provided by these Terms or by law shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise of that, or any other, right, power or remedy; and
16.1.2 No failure by Us to exercise, and no delay in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

16.2 Severance

16.2.1 If any provision or part of a provision of this Tem shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of these Terms, all of which shall remain in full force and effect; and
16.2.2 If any provision of these Terms and Conditions shall be found by any duly appointed arbitrator, court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or un-enforceability of such provision shall not affect the other provisions herein.

16.3 Variation
The Company may vary or amend at any time and without notice to the Member these Terms. Any such variations or amendments to these Terms may be published by the Company on the App, any affiliated or owned digital platforms, websites, software interfaces, electronic mediums in the daily newspapers, through Social Media, and/or by any other means as determined by the Company and any such variations and amendments shall take effect immediately upon publication. Any changes to these Terms may be made from time to time by the Company and of which shall be binding upon you as fully as if the same were contained in these Terms;

16.4 Assignment

16.4.1 The Member agrees that that they shall not assign any of rights under these Terms, transfer any of obligations, sub-contract or delegate any obligations nor charge or deal in any other manner of the Terms or any of your rights or obligations; and
16.4.2 The Company we may assign and transfer any of its rights and obligations under these Terms either absolutely or as collateral security to any third party or third parties at the Company’s sole discretion;
16.4.3 The Terms constitute the entire agreement between the Member and the Company and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter;
16.4.4 The Member acknowledges no reliance on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Term; and
16.4.5 The Member and the Company agree that neither of the Parties shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with the Terms or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Kenya;

17.2 Any dispute arising between Member and the Company and us out of or in connection with these Terms shall be referred to arbitration by a single arbitrator to be appointed by the parties, or in default of such agreement, within ten (10) Business Days, upon the application of the aggrieved party, by an arbitrator appointed by the Chairperson for the time being of the Chartered Institute of Arbitrators, Kenya Branch and to the greatest extent permissible by Law, the decision of the arbitrator shall be final and binding on both Parties;

17.3 This clause shall not prevent the Company from bringing any action in the court of any other jurisdiction for injunctive or similar relief; and

17.4 The Company encourages the Member to report any disputes, claims or discrepancies via email at hello@stahili.com.

18. REFERENCE AND INTERPRETATION

18.1 Reference to “Stahili App”, “App”, “We”, “Our” or “Us” is reference to Stahili Commerce Limited, Stahili App platform, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums or its successors in title and assigns;

18.2 Reference to Applicable Laws means all duly promulgated applicable state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, judicial or administrative orders, permits and other duly authorized actions of any government authority having the force of law in the Republic of Kenya as they may be issued and enforced from time to time;

18.3 Reference to "Account" refers to a registered Member profile on the Stahili App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums which enables access to the Services;

18.4 Reference to Data Protection Laws means any law, statute, subordinate legislation, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of personal data to which You are subject including the Data Protection Act, 2019 and the Data Protection (General Regulations) 2021 and any statutory modification or re-enactment thereof;

18.5 Reference to "Force Majeure" means any unforeseeable event beyond the Company’s control (e.g., natural disasters, government actions, or technical failures) that may disrupt Services;

18.6 Reference to "Intellectual Property" includes all trademarks, logos, software, content, and proprietary rights owned by or licensed to Stahili Commerce Limited;

18.7 References to “Personal Data” means personal identifiable information as prescribed in the Data Protection Act which includes but is not limited to name, address, phone number, identification number, location data, date of birth, gender, transaction data, an online identifier or information relating to one or more factors specific to the physical, psychological, genetic, mental, economic, cultural or social identity of that. It also includes Sensitive Personal Data;

18.8 References to Rewards is in reference to clause 1.4 due to a Member from using the App, any affiliated or owned digital platforms, websites, software interfaces, or electronic mediums;

18.9 Reference to Member or Members or Users or You is reference to any person using the App;