Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you and Shopeak Global (“Shopeak”, “we”, “us”, or “our”), a company incorporated in Kenya and operated by Theta Holdings. They govern your access to and use of the Shopeak platform, mobile applications, websites, APIs, and all related services (collectively, the “Services”).

You accept these Terms by (i) clicking “I agree” or any similar button or checkbox during account creation, (ii) signing an ordering document that incorporates these Terms by reference, or (iii) accessing or using the Services. If you do not agree, you may not access or use the Services.

If you are entering into these Terms on behalf of a company, partnership, or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity. If you do not have that authority, you may not accept these Terms or use the Services on behalf of the entity.

These Terms incorporate by reference our Privacy Policy and Acceptable Use Policy, each of which forms part of your agreement with us.

Capitalised terms used in these Terms have the following meanings:

• “Merchant” means any individual or business that registers an account on Shopeak to sell products or services.
• “Buyer” means any individual who browses or purchases products or services through a Shopeak-powered Storefront.
• “Storefront”means a Merchant’s branded online store, WhatsApp catalogue, point-of-sale, or other selling channel operated using the Services.
• “Platform” means the Shopeak e-commerce platform, including the web dashboard, mobile applications, APIs, and all associated tools and features.
• “Order”means a Buyer’s request to purchase products or services from a Merchant made through the Platform.
• “Content” means any text, images, audio, video, product listings, reviews, ratings, data, or other materials uploaded, submitted, or displayed through the Services by any user.
• “Payment Processor”means the licensed third-party payment service provider engaged by Shopeak from time to time to process payments and settlements on the Platform. The identity of Shopeak’s current Payment Processor is disclosed in our Privacy Policy.
• “Settlement”means the transfer of a Merchant’s share of a transaction directly to the Merchant’s own designated bank account, M-Pesa number, till, or paybill by the Payment Processor.
• “Payout”means, for Merchants on the legacy collection flow described in Section 7, the transfer of funds from a Merchant’s Shopeak balance to their designated M-Pesa or bank account.
• “Chargeback”means the reversal of a card or mobile-money transaction initiated by the Buyer, the Buyer’s issuing bank, or a payment network, including disputes lodged through card scheme rules or M-Pesa reversal processes.
• “Reserve”means an amount of funds withheld from a Merchant’s Settlements or held on the Platform as security for anticipated Chargebacks, refunds, or other liabilities.
• “Personal Data” has the meaning given in the Kenya Data Protection Act, 2019.
• “Confidential Information” means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
• “Business Day” means a day (other than a Saturday, Sunday, or public holiday) on which commercial banks are open for general business in Nairobi.
• “Force Majeure Event” has the meaning given in Section 21.

To use the Services, you must be at least 18 years old and legally capable of entering into a binding contract under Kenyan law. If you are registering on behalf of a business, you must have the authority to bind that entity.

You must provide accurate, current, and complete information during registration and keep it up to date. Providing false or misleading information, or failing to update information, is a material breach of these Terms and may result in immediate suspension or termination.

You represent and warrant that neither you, your business, nor any person owning or controlling 25% or more of your business is:

• Listed on any applicable sanctions list, including those maintained by the United Nations Security Council, the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the European Union, the United Kingdom, or the Government of Kenya;
• Ordinarily resident in, or organised under the laws of, any jurisdiction subject to comprehensive sanctions; or
• The subject of any pending criminal proceeding for fraud, money laundering, terrorist financing, or a similar offence.

You must hold and maintain all licences, permits, and registrations required for your business under applicable law, including without limitation any business permit, Kenya Revenue Authority (KRA) tax registration, sector-specific regulatory approvals, and (where applicable) registration under the Kenya Data Protection Act, 2019 as a data controller or processor.

We may from time to time restrict availability of the Services in specific jurisdictions or product categories to comply with law, sanctions programmes, or our own risk policies.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of, or security incident affecting, your account.

• Each individual or business may maintain one Merchant account, unless we have expressly approved additional accounts in writing.
• You must use a strong, unique password and enable multi-factor authentication when we make it available. Sharing login credentials with unauthorised parties is a breach of these Terms.
• You may add team members to your account with permission levels appropriate to their role. You remain responsible for actions taken by anyone you authorise.
• We require identity verification (National ID, KRA PIN, or business registration) before activating certain features, including receiving payments and Settlement.
• You must notify us within 24 hours of becoming aware of any actual or suspected unauthorised access to your account, loss of credentials, or security incident affecting Buyer or Merchant data.
• Accounts with no login or transactional activity for 18 consecutive months may be marked dormant. We will attempt to contact you before taking any action. Dormant accounts may be deactivated after a further 30 days’ notice.
• You may not transfer or assign your account or its associated Storefront to another person without our prior written consent.

As a Merchant on Shopeak, you agree to:

• Provide accurate product descriptions, pricing (including all applicable taxes and fees), stock levels, and images that fairly represent the product being sold.
• Fulfil accepted Orders promptly and in accordance with the delivery timeline shown at checkout, and provide reasonable tracking or delivery-status updates.
• Comply with the Consumer Protection Act, 2012, the Sale of Goods Act, the Competition Act, 2010, the Kenya Data Protection Act, 2019, the Value Added Tax Act, 2013, the Income Tax Act, and all other applicable Kenyan laws.
• Ensure the products and services you sell are safe, of merchantable quality, fit for their described purpose, and comply with any applicable product-safety, labelling, weights-and-measures, and standards requirements.
• Honour manufacturer warranties, statutory warranties, and any additional warranty you offer at the point of sale, and pass through service credits or replacements to Buyers as required.
• Publish and comply with a clear returns, refunds, and shipping policy on your Storefront, and process Buyer requests in accordance with that policy and applicable consumer-protection law.
• Respond to Buyer enquiries and complaints in a timely and professional manner, and use good-faith efforts to resolve disputes without escalation.
• Issue tax invoices and receipts as required by KRA, correctly account for and remit VAT and other taxes on your sales, and maintain accounting records for the periods required by law.
• Handle Buyer Personal Data in accordance with applicable privacy law and our Privacy Policy, and (where applicable) register as a data controller with the ODPC.
• Not sell prohibited, restricted, counterfeit, stolen, or illegal goods or services, and comply at all times with our Acceptable Use Policy.

When a Buyer places an Order on a Shopeak Storefront, the resulting sale contract is between the Buyer and the Merchant. Shopeak is not a party to the sale contract. We provide the Storefront, checkout, communication tools, and payment orchestration; we do not sell, supply, warehouse, or ship the Merchant’s products.

By placing an Order, the Buyer represents that they are at least 18 years old (or have parental consent where legally permitted), have legal capacity to enter into a purchase contract, and that the payment method being used is lawfully theirs to use.

Merchant-published policies apply. Each Storefront publishes its own returns, refunds, shipping, and warranty policies. Buyers should review those before checkout. Where a Merchant policy conflicts with a mandatory provision of Kenyan consumer-protection law, the mandatory provision prevails.

Shopeak-mediated resolution. Where a Buyer and Merchant cannot resolve a dispute directly, Shopeak may (but is not obliged to) mediate. In doing so we may review the Order, messages, photographic or video evidence, and delivery confirmations; suspend disputed settlements pending resolution; and, where the outcome favours the Buyer, require the Merchant to refund, exchange, or credit the Buyer.

Payments on Shopeak are processed by our Payment Processor. Buyers can pay using M-Pesa, Visa and Mastercard, and bank transfer, depending on the payment options available at checkout. Unless expressly stated otherwise, all amounts are denominated in Kenya Shillings (KES).

• Direct settlement.Each verified Merchant is provisioned a dedicated subaccount with the Payment Processor, linked to the Merchant’s own settlement destination (bank account, M-Pesa number, till, or paybill). When a Buyer pays, the transaction is split at the time of payment: the Merchant’s share is settled by the Payment Processor directly to the Merchant’s settlement destination on the Payment Processor’s standard settlement cycle (typically one to two Business Days). Shopeak does not hold, pool, or control Merchant funds on this flow.
• Platform commission. Shopeak charges a commission of 1.5% of each transaction processed through the Platform. This commission is collected at source as part of the payment split and routed to Shopeak by the Payment Processor. Different commission rates may apply under a separate written agreement (for example, partner programmes).
• Payment processing fees.The Payment Processor charges its own processing fees per transaction, which are currently approximately 1.5% for M-Pesa, 2.9% for local cards, 2.5% for bank transfer, and 3.8% for international cards. By default, these processing fees are added to the Buyer’s total at checkout as a service fee. A Merchant may instead elect, in their settings, to absorb these fees from their own earnings. Processing fees are set by the Payment Processor and may change.
• Changes to fees. We may adjust Shopeak fees on 30 days’ prior notice given by email, in-product notification, or an update to these Terms. Your continued use of the Services after the effective date constitutes acceptance of the revised fees.
• Refunds.Merchants are responsible for managing refunds in accordance with their stated policy and applicable law. Because funds settle directly to Merchants, refunds are funded by the Merchant — from future Settlements, any available Shopeak balance, or direct payment. Refunds to Buyers are ordinarily returned to the original payment method within 7 Business Days of the Merchant approving the refund, subject to Payment Processor and bank timelines.
• Taxes and invoicing. You are solely responsible for determining, collecting, and remitting all taxes (including VAT and income tax) on your sales. Shopeak fees are stated exclusive of taxes; where VAT is chargeable on Shopeak fees, it is added to your invoice. Shopeak may issue tax invoices for its fees in accordance with KRA requirements.

Where a Merchant has not completed settlement-account verification, or where a Merchant is temporarily unable to receive direct Settlement, Buyer payments may be collected into a Shopeak balance and disbursed as Payouts to the Merchant’s designated M-Pesa or bank account on a scheduled basis. We encourage all Merchants to complete verification so that direct Settlement applies.

We may hold, delay, or reverse a Settlement or Payout, or require a Reserve, where we have a reasonable basis to believe that:

• A transaction is fraudulent, unauthorised, or in breach of these Terms or the Acceptable Use Policy;
• The Merchant’s dispute or Chargeback rate is materially elevated or exceeds industry benchmarks;
• The Merchant has not completed or has failed subsequent know-your-customer (KYC) or enhanced due-diligence checks;
• A regulator, payment scheme, bank, or law-enforcement agency has requested the hold;
• Insolvency, cessation of business, or a material change of control has occurred or appears imminent; or
• Continued Settlement would expose Shopeak, the Payment Processor, or Buyers to material financial or legal risk.

Where practicable we will notify you of the hold, the reason, and the documentation or steps required to release the funds. Held amounts do not earn interest.

A Chargeback occurs when a Buyer, or the Buyer’s bank or card scheme, reverses a completed transaction. Chargebacks are governed by the applicable card-scheme or mobile-money rules and are decided by the issuing bank or scheme, not by Shopeak.

• The Merchant is financially responsible for all Chargebacks relating to their Orders, including the disputed transaction amount plus any Chargeback fees imposed by the Payment Processor or scheme.
• We will typically debit the Chargeback amount and associated fee from the Merchant’s next Settlement or Payout, or from any Reserve. If those funds are insufficient, the Merchant remains liable for the balance and agrees to pay it promptly on demand.
• We will notify the Merchant of Chargebacks and, where the scheme rules permit, help the Merchant submit evidence to contest the Chargeback. The Merchant is responsible for the accuracy and completeness of the evidence.
• A pattern of excessive Chargebacks may result in higher Reserves, suspension of card payment acceptance, or termination of the Services.

Shopeak intellectual property

The Platform, including its design, layout, logos, software, documentation, and all related intellectual property, is owned by Shopeak Global or its licensors and is protected under Kenyan and international intellectual-property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the purposes contemplated by these Terms.

You may not reproduce, modify, distribute, sublicense, sell, reverse-engineer, decompile, or create derivative works from the Platform, except to the extent expressly permitted by applicable law.

Your content

You retain ownership of the Content you upload to the Platform. By uploading Content, you grant Shopeak a non-exclusive, worldwide, royalty-free, sublicensable licence to host, cache, store, reproduce, display, distribute, adapt, and use that Content solely to operate, provide, improve, and promote the Services and your Storefront. This licence ends when you delete the Content or your account, except that it survives for our backup, audit, and legal-defence purposes for the retention periods described in our Privacy Policy.

Brand assets

Shopeak names, trademarks, and logos may not be used without our prior written consent, except that Merchants may use the “Powered by Shopeak” badge and phrases such as “We accept M-Pesa via Shopeak” for the purpose of describing their use of the Services, provided such use is truthful and non-misleading.

Feedback

If you provide us with suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose, without obligation or compensation to you.

Intellectual-property complaints

We respect the intellectual-property rights of others. If you believe Content on the Platform infringes your intellectual property, please follow the takedown procedure set out in our Acceptable Use Policy. We will act on properly submitted notices, and we terminate the accounts of repeat infringers in appropriate circumstances.

You may not use the Services to:

• Sell counterfeit, stolen, or illegal goods.
• Engage in fraud, money laundering, terrorist financing, or other financial crimes.
• Harass, threaten, or infringe the rights of others.
• Distribute malware, viruses, or any harmful code.
• Interfere with or disrupt the Platform’s infrastructure or security, or attempt to gain unauthorised access to any system.
• Scrape, mine, or extract data from the Platform without authorisation, or use automated means to access the Services except through published APIs and within their rate limits.
• Circumvent any access restrictions, security measures, or verification requirements.
• Impersonate another person or entity.

Additional prohibitions apply under our Acceptable Use Policy, which is incorporated by reference into these Terms.

The Services may enable you to connect to, or interoperate with, third-party services (for example, WhatsApp Business, Google services, custom domain registrars, delivery providers, or apps offered by third-party developers). Your use of any third-party service is governed by that provider’s own terms and privacy notice, not by these Terms.

You authorise us to exchange with third-party providers such information about you and your Storefront as is necessary to provide the connected functionality (for example, sharing your domain name with a registrar or your order details with a delivery partner).

Third-party services are provided by their respective providers, not by Shopeak. We do not warrant, endorse, or accept liability for third-party services except to the extent expressly agreed in writing. If a third-party service becomes unavailable or changes its terms, we may need to disable or modify the integration.

From time to time we make available features that are labelled as beta, preview, alpha, experimental, or early-access (collectively, “Beta Features”). Beta Features are provided as-is, may contain bugs or errors, and may be modified or withdrawn without notice. Beta Features are not covered by any service-level or uptime commitment, and our liability for Beta Features is limited to the maximum extent permitted by law.

Information you provide about Beta Features (including feedback and defect reports) may be used to improve the Services in accordance with Section 10 (Feedback).

Each party may disclose to the other Confidential Information in connection with the Services. The receiving party will (i) use Confidential Information solely to perform its obligations or exercise its rights under these Terms; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; and (iii) disclose Confidential Information only to its employees, contractors, and advisers who need to know it and are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was known to the receiving party without restriction before disclosure, (c) is independently developed without use of the disclosing party’s Confidential Information, or (d) is rightfully obtained from a third party without a duty of confidentiality.

The receiving party may disclose Confidential Information as required by law, regulator, or court order, provided that it gives (where lawful and practicable) prompt notice to enable the disclosing party to seek a protective order.

You may close your account at any time by contacting our support team. Upon closure, you remain responsible for any outstanding obligations, including pending Orders, refunds, Chargebacks, and fees.

We may suspend or terminate your account, or any part of the Services, immediately if we reasonably believe that (i) you have materially breached these Terms or our Acceptable Use Policy, (ii) you have engaged in fraudulent, deceptive, or illegal activity, (iii) you pose a security, financial, or reputational risk to Shopeak, other users, or a payment partner, or (iv) we are required to do so by law, regulator, court order, or payment-scheme rule. Where practicable and lawful we will give you notice and an opportunity to cure.

Upon termination, your right to use the Services ceases immediately. Settlements already initiated by the Payment Processor for legitimate transactions will complete on the standard settlement cycle, and we will process any remaining legacy balance for legitimate transactions within 30 days of termination, subject to fraud review and Reserves for anticipated Chargebacks.

Data export. For 30 days after termination, you may request an export of your Storefront configuration, product catalogue, and Order records in a machine-readable format. After that window, we begin the retention timers set out in our Privacy Policy.

Sections that by their nature should survive termination (including Definitions, Chargebacks, Intellectual property, Confidentiality, Disclaimers, Limitation of liability, Indemnification, Governing law, and General provisions) survive any termination of these Terms.

The Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by Kenyan law, Shopeak disclaims all warranties, conditions, and representations, whether express, implied, or statutory, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or arising from a course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that any results obtained from the Services will be accurate or reliable. We are not responsible for the quality, safety, legality, or accuracy of products or services sold by Merchants, or for the conduct of Merchants or Buyers.

Any advice or information, whether oral or written, obtained from us or through the Services does not create any warranty not expressly stated in these Terms.

To the maximum extent permitted by Kenyan law:

• In no event shall Shopeak, its affiliates, or their respective directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, however caused and whether in contract, tort (including negligence), statute, or otherwise, even if we have been advised of the possibility of such damages.
• Our aggregate liability arising out of or relating to these Terms or the Services shall not exceed the greater of (i) the total fees paid by you to Shopeak in the twelve (12) months preceding the event giving rise to the claim, or (ii) KES 50,000.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

You agree to indemnify, defend, and hold harmless Shopeak, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms or any incorporated policy;
• Your Content, products, services, or the operation of your Storefront, including any claim that they infringe a third-party right, violate applicable law, or cause harm to a Buyer;
• Any tax obligation arising from your sales that we are required to pay on your behalf;
• Any Chargeback, refund, or other financial reversal attributable to your Orders; or
• Your negligent or wilful acts or omissions.

We may participate in the defence of any claim at our expense and, if we do so, you will cooperate in the defence. You may not settle any claim in a way that admits liability or imposes any obligation on Shopeak without our prior written consent.

These Terms are governed by, and construed in accordance with, the laws of Kenya, without regard to conflict-of-law rules.

Good-faith negotiation. Before initiating any formal proceedings, the parties will attempt to resolve the dispute through good-faith negotiation for at least thirty (30) days from written notice of the dispute.

Mediation. If negotiation does not resolve the dispute, either party may propose mediation under the Mediation (Pilot Project) Rules or through the Chartered Institute of Arbitrators (Kenya Branch). Mediation is not a precondition to proceedings but is strongly encouraged.

Jurisdiction. Subject to the above, the parties submit to the exclusive jurisdiction of the courts of Kenya sitting at Nairobi. Nothing prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect intellectual-property or confidentiality rights.

Legal notices to Shopeak must be sent to legal@shopeak.co.ke and copied to Shopeak Global, Nairobi, Kenya. Notices to you may be given by email to the address on your account, by an in-product notification, or by posting a notice on the Platform. Notices are deemed given when sent (email), on posting (in-product), or on delivery (post or courier).

Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, industrial action, epidemics, government action, failure or degradation of internet or telecommunications networks, cloud-provider outages, or disruption to payment or mobile-money infrastructure (a “Force Majeure Event”). The affected party will take reasonable steps to mitigate the effect of the Force Majeure Event and will resume performance promptly once it ends.

• Assignment. You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets, on written notice to you.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Shopeak. Neither party has authority to bind the other.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remainder will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
• No waiver. A failure or delay by either party to exercise any right under these Terms is not a waiver of that right, and any single or partial exercise does not preclude further exercise.
• Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, and any ordering document or written agreement signed by both parties, constitute the entire agreement between you and Shopeak in relation to the Services and supersede all prior agreements and understandings on that subject.
• Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs in the event of a conflict.

We may update these Terms from time to time. Where a change is material (for example, changes to fees, liability, or Chargeback treatment), we will give at least 30 days’ prior noticeby email or an in-product notification. Non-material changes (typos, clarifications, or reorganisation) may take effect on posting with an updated “Last updated” date.

If you do not agree to the updated Terms, you must stop using the Services and close your account before the effective date. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.

If you have questions about these Terms, please contact us: