Terms of Service — Asap Stack

This Terms of Service agreement ("Agreement") constitutes a legally binding contract between Asapstack Technologies ("the Company") and the individual or business entity accessing or registering an account on the Company's mobile applications, websites, or associated electronic software platforms (collectively, "the Platform").

By completing the registration process or utilizing any services provided through the Platform, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions set forth herein. If you do not agree to these terms, you are not authorized to use the Platform.

1. Definitions and Interpretation

"Company" means Asapstack Technologies, including its directors, officers, employees, agents, and corporate affiliates.
"User" means any registered account holder on the Platform, including but not limited to Shelf Vendors, Pickup Shop Owners, Counter Attendants, Fleet Managers, Logistics Providers, and Riders.
"Ledger Balance" means the digital ledger representation of funds, transactional records, or adjustments associated with a User account within the Platform's database.

2. Nature of the Platform and User Roles

2.1 Intermediary Technology Services

The Platform functions strictly as a digital technology provider that facilitates commercial coordination between independent retail and transport actors. The Company does not own, manage, or maintain physical retail inventory, nor does it operate a proprietary delivery fleet. All Users operate as independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Company and any User, Attendant, or Rider.

2.2 Financial Status Disclaimer

The Platform provides data reconciliation and transaction-tracking software. The Company is not a bank, microfinance institution, depository, or licensed deposit-taking savings and credit co-operative (Sacco). Any physical funds corresponding to a User's digital Ledger Balance are held in trust within accredited commercial banking institutions for clearing and settlement purposes. Ledger Balances do not accumulate, earn, or accrue interest.

3. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION, AVAILABILITY, SECURITY, OR LOGICAL ACCURACY OF THE SOFTWARE INFRASTRUCTURE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED, SECURELY, OR COMPLETELY FREE OF SOFTWARE CODES ERRORS, GLITCHES, OR TEMPORARY NETWORK DOWN-TIME.

4. Limitation of Liability

4.1 Exclusion of Certain Damages

To the fullest extent permitted under the laws of the Republic of Kenya, the Company shall not be liable to any User for any indirect, incidental, special, consequential, or punitive damages. This exclusion applies to any loss of business profits, loss of commercial revenue, loss of data, operational interruptions, or the loss or lock of digital ledger figures, regardless of whether the claim is based on breach of contract, tort (including negligence), or strict liability, and even if the Company has been advised of the possibility of such damages.

4.2 Aggregate Financial Cap

If a court of competent jurisdiction or a legally appointed arbitrator determines that the Company holds liability to a User despite the exclusions in this Agreement, the total aggregate financial liability of the Company to that User for any and all claims arising out of the use of the Platform shall be strictly capped at and limited to:

The total transactional commissions actually collected and retained by the Company from that specific User's account during the one (1) month immediately preceding the event giving rise to the claim, OR
KSh 10,000 (Ten Thousand Kenyan Shillings),

WHICHEVER AMOUNT IS LOWER.

5. System Security and Allocation of Risk

5.1 Third-Party Cyber Intrusions

The Company deploys standard industrial security practices to safeguard the Platform. However, the User acknowledges that digital networks carry inherent security risks. In the event of unauthorized access, database breach, cyber-attack, data theft, or system exploits executed by third-party criminal actors, the Company shall not be liable for any lost ledger balances, diverted funds, or commercial losses suffered by the User, provided the Company did not actively participate in or intentionally cause the breach.

5.2 Independent Conduct of Users

The Platform enables independent businesses and employees to link profiles for operational purposes. The Company does not supervise the daily physical activity or integrity of Platform participants. The Company is completely absolved of liability for any physical inventory theft, localized employee fraud, unauthorized counter transactions by shop attendants, or data manipulation executed by rogue business managers or independent riders.

6. External Utility and Infrastructure Failures

The operational continuity of the Platform relies on integration with external service networks. The Company explicitly disclaims liability for any transactional delays, processing errors, or financial disruptions caused by:

Network downtime, service degradation, or system errors within the Safaricom M-Pesa infrastructure or related mobile money utility provider.
Widespread cellular provider failures, telecommunication disruptions, or localized internet grid blackouts.
Failures within third-party SMS delivery gateways affecting the transmission of One-Time Passwords (OTPs).

7. Indemnification

The User agrees to indemnify, defend, and hold harmless the Company, its directors, and employees from and against any third-party claims, liabilities, losses, regulatory fines, or legal expenses (including reasonable attorney fees) arising from:

The User's violation of any provision or covenant within this Agreement.
The fraudulent or unauthorized use of M-Pesa payment gateways or credential assignment.
Disputes regarding product quality, missing merchandise, or injuries occurring within a physical Pick-Up Shop.

8. Severability

If any provision, phrase, or clause of this Agreement is deemed invalid, illegal, or unenforceable by an administrative authority, court of law, or arbitrator, such invalidity shall not affect the remaining sections of the contract. The remaining clauses shall be interpreted and enforced to the maximum extent permitted by law to preserve the original risk allocations intended by the parties.

9. Governing Law and Dispute Resolution

9.1 Governing Law

This Agreement, and all rights and obligations arising out of it, shall be governed by and construed in accordance with the statutory laws of the Republic of Kenya.

9.2 Dispute Resolution Framework

In the event of a dispute or claim arising from the use of the Platform, the parties shall first attempt to resolve the matter through mutual, amicable discussions within thirty (30) days of written notice.

9.3 Binding Arbitration

If amicable negotiation fails, the dispute shall be referred to and definitively resolved by a single arbitrator appointed in accordance with the rules of the Chartered Institute of Arbitrators (Kenya Branch). The seat of the arbitration shall be Nairobi, the language of the proceedings shall be English, and the arbitral award shall be final and binding upon both parties, with no further right of appeal to public courts.