Terms and Conditions

Standard Terms and Conditions for Merchants

1. INTRODUCTION

   1. These Terms and Conditions (the Terms) are a legal agreement between you and Shopy. The Terms govern your use of the Shopy Platform and the Services (as defined below).
   2. Shopy reserves the right to update and change the Terms by posting updates and changes to the Shopy Platform. You are advised to check the Terms from time to time for any updates or changes that may impact you and if you do not accept such amendments, you must cease using the Services.

2. DEFINITIONS

   1. In these Terms the following words and expressions (save where the context requires otherwise) bear the following meanings:
      1. Content means the information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials posted by a user on the Shopy Platform as part of the Services;
      2. Credentials means your personal credentials used to operate your Account and access the Services;
      3. Device includes but is not limited to your personal computer, mobile phone handset ,POS, wearables, sensors/IoT, other electronic devices or tablet used to access the Shopy Platform;
      4. Fees means the subscription fees payable for the use of the Services through the Shopy Platform;
      5. Shopy Account means an account opened by a user as part of the sign up process for the Shopy Platform;
      6. Shopy Appmeans the mobile application provided by Shopy as part of the Shopy Platform for purposes of using the Services;
      7. Shopy Platform offers services as defined in Paragraph 2.1.9.
      8. Shopy Store means the online store associated with a Shopy Account;
      9. Services means all Shopy products, services, and materials located on or accessible through the Shopy Platform as described in paragraph 4.1
      10. Intellectual Property means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
      11. IOT means Internet of Things; and
      12. POS means Point of Sale.
   2. Words importing the singular meaning where the context so admits include the plural meaning and vice versa.
   3. Headings in these Terms are for convenience purposes only and they do not affect the interpretation of these Terms.
   4. The words include or including (or any similar term) are not to be construed as implying any limitation and general words introduced by the word other (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.
   5. Statutory provisions or enactments shall, unless the context otherwise requires, include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision or enactment (whether before or after the date of these Terms) and to any regulation, instrument or order or other subordinate legislation made under such provision or enactment unless any such change imposes upon any Party any liabilities or obligations which are more onerous than as at the date of this Agreement.

3. ACCEPTANCE OF THE TERMS

   1. Before using the Shopy Platform you should carefully read and understand these Terms which will govern the use of the Services
   2. If you do not accept these Terms, you are not allowed to use the Shopy Platform.
   3. You will be deemed to have read, understood and accepted these Terms:
      1. upon clicking on the “Accept” option at the point of registration on the Shopy Platform requesting you to confirm that you have read, understood and agreed to abide with these Terms; and/or
      2. by using or continuing to use the Services and the Shopy Platform.
   4. These Terms may be amended or varied by Shopy from time to time and your continued use of the Shopy Platform constitutes your agreement to be bound by the terms of any such amendment or variation.
   5. From time to time updates to the Services may be issued through the Shopy Platform. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version and accepted any new terms and conditions.
   6. By using the Services through the Shopy Platform, you consent to us collecting and using technical information about your Device and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Service to you.
   7. 3.7. By using any of the Services on the Shopy Platform, you consent to Shopy and its affiliates and licensees transmission, collection, retention, maintenance, processing and use of your data to improve our Services and/or your experience while using the Shopy Platform.

4. DESCRIPTION OF SERVICES AND Shopy ACCOUNT

   1. The Shopy App allows users who are merchants to register for a Shopy App Account to create and update an online website (Site). Once registered, each user receives his or her own website and may post their Content. To use the Services, you must have access to the internet, either directly or through Devices that access web-based content, and you must pay any fees associated with Internet access.
   2. To open a Shopy App Account you will be required to provide your full legal name, current address, phone number, a valid email address, and any other information indicated as required. We may reject your application for an Account, or cancel your Account, for any reason, at our sole discretion.
   3. A user who opens a Shopy App Account will be required to have attained 18 years in the jurisdiction where they reside and from which they use the Services. You also confirm that you shall utilize the Services for the purposes of carrying on a business activity and not for any personal, household or family purpose.
   4. You are responsible for keeping your account information and password secure. Shopy cannot and will not be liable for any loss or damage arising from your failure to maintain the security of your Account and password.
   5. We are not responsible for any advertisements, comments, offerings, or Content made available through your website. You are responsible for your Account and any Content you upload to your website.
   6. Where you choose to sell alcohol, tobacco, nicotine based or other regulated products, we will provide the capability for you to select a feature in the Shopy Platform to enable age gating on your website. However, Shopy shall not be liable for any liability arising from the sale of regulated products to persons below the minimum age permitted under the law of the relevant jurisdiction.

5. ACCOUNT ACTIVATION

   1. Store Operator

      1. For the purposes of these Terms, the person signing up for the Services by opening a Shopy App Account will be the contracting party (“Store Operator”) subject to paragraph 5.1.2 below. The Store Operator will be the person who authorized to use any corresponding Account we may provide in connection with the Services.
      2. Where you are signing up for the Services on behalf of your employer, your employer shall be the Store Operator and you will be required to use your employer-issued email address in the signing up process. You also represent and warrant that you have the authority to bind your employer to these Terms.
      3. Your Shopy Store can only be linked to one Store Operator and the Store Operator shall be responsible for the operation of the respective Shopy Account and the activities of other users using the Account
      4. In some instances, we automatically create certain accounts for you to accept payments. We retain the right to activate and deactivate these accounts.

   2. Domain Names

      1. You will be provided with a Shopy domain incorporating your brand or the name of your shop upon subscribing for the Services. Please note that Shopy does not guarantee the availability of a domain.
      2. The domain may be deleted upon the expiry of the grace period referred to in clause 15.7 where the applicable subscription payments have not been made.
      3. Where the outstanding subscription payments are subsequently paid, the availability of a deleted domain will be dependent on whether it has been issued to another user in which case you will be required to pick a new domain name.

6. LICENSE AND TERMS OF USE

   1. Subject to the restrictions below, we grant you a non-exclusive, non-transferable, limited license to use the Shopy Platform in connection with the Services and in compliance with these Terms and all applicable laws. Shopy may monitor your use of the Shopy Platform to verify your compliance with the Terms
   2. Except and only to the extent expressly permitted hereunder, you shall not directly or indirectly:
      1. use the Shopy Platform to create any software, product or system that is similar to the Shopy Platform;
      2. disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Shopy Platform (except and only to the extent expressly authorized by applicable statutory law);
      3. sublicense, sell, lease, loan or transfer your right to use the Shopy Platform or access or access codes thereto;
      4. copy, create derivative works of or otherwise modify the Shopy Platform;
      5. use the Shopy Platform in conjunction with any application that constitutes, promotes or is used in connection with spyware, adware or other malicious programs or codes;
      6. use the Shopy Platform in any manner or for any purpose that violates any applicable law or regulation or any right of any person or entity, including without limitation intellectual property rights or rights of privacy or publicity;
      7. use the Shopy Platform in any manner that adversely impacts the operation of Shopy's servers or adversely impacts the behavior of other applications using the Shopy Platform;
      8. use the Shopy Platform in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in counterfeit goods, hate materials, or the unlicensed sale of regulated products;
      9. present the Shopy Platform so that it appears to be available from a third party website; or
      10. fail to comply with these Terms.
   3. You may not use, or encourage, promote, facilitate or instruct others to use the Services or the Shopy Platform for any illegal, harmful or offensive use under any applicable law, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.
   4. Prohibited activities or content include:
      1. materials that contain any profane or otherwise inappropriate subject matter, as determined by Shopy in its discretion;
      2. posting or disclosing any personal or private information about, or images of, minors or any third party without the consent of such third party (or a parent’s or guardian’s consent in the case of a minor);
      3. materials that violate, or encourage the violation of, the intellectual property rights, rights of privacy, rights of publicity, or other legal rights of any third party. Shopy may remove or block access to your Content or Content upon receipt of proper notice of copyright infringement;
      4. forging, misrepresenting, omitting, or deleting message headers, return mailing information, and/or Internet protocol addresses to conceal or misidentify the origin of a message;
      5. creating or sending Internet viruses, worms or Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature, or for pinging, flooding or mail bombing, or engaging in denial of service attacks; and
      6. any activity that, in Shopy’s discretion, actually or potentially disrupts, interferes with, competes with, or is harmful to the Services, Shopy’s business, reputation, goodwill, customers and/or customer relations, or the ability of Shopy’s customers to effectively use the Services.

7. GENERAL CONDITIONS

   1. You agree not to purchase search engine or other pay per click keywords, or domain names that use Shopy or Shopy trademarks and/or variations and misspellings thereof.
   2. You understand that your information (with the exception of credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
   3. The Services may allow you to send certain communications to your customers by e-mail, push notifications, telephone calls and SMS. You agree to only use the above communication channels in compliance with these Terms.
   4. You acknowledge and agree that your use of the Services, including information you provide to or stored by Shopy, is governed by its privacy policy.

8. Shopy RIGHTS

   1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
   2. We reserve the right to refuse service to anyone for any reason at any time.
   3. We may, but have no obligation to, remove Content and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Content uploaded or posted to a Store, violate these Terms.
   4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Shopy customer, Shopy employee, member, or officer will result in immediate Account termination.
   5. Shopy does not pre-screen Content and it is in our sole discretion to refuse or remove any Content from the Service, including your Store.
   6. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Shopy employees and contractors may also be Shopy customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in paragraph 9) in doing so.
   7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
   8. Shopy retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Shopy reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

9. CONFIDENTIALITY

   1. You agree to hold Shopy’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information.
   2. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of your obligations under these Terms; (ii) was previously known to you or rightly received by you from a third-party; (iii) is independently developed by you; or (iv) is subject to disclosure under court order or other lawful process.
   3. You agree not to make Shopy’s Proprietary or Confidential Information available in any form to any third-party or to use Shopy’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Shopy’s Proprietary or Confidential Information shall remain the sole and exclusive property of Shopy. You agree that in the event of use or disclosure by you other than as specifically provided for in this Agreement, Shopy may be entitled to equitable relief. Notwithstanding termination or expiration of any Services, you acknowledge and agree that your obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for so long as any Services are provided to you by Shopy and for a period of three (3) years after the termination of all Services.

10. LIMITATION OF LIABILITY

    1. We are not liable to you or any other person for damages of any kind, including without limitation any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with use of the Shopy Platform, the Services, your content, third party services, third party sites or third party content, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if we have been advised of the possibility of such damages.
    2. You hereby release us and hold us and each of our parents, subsidiaries, affiliates, licensors, and each of their respective officers, directors, trustees, affiliates, subcontractors, agents and employees, harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Shopy Platform, the Services, your content, third party services, third party sites or third party content. You hereby waive the provisions of any state or local law limiting or prohibiting a general release.
    3. In the event of any problem with the Shopy Platform, the Services or our intellectual property, you agree that your sole and exclusive remedy is to cease using the Services.
    4. The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of these Terms or your use of the Shopy Shopy Platform or the Services.

11. DISCLAIMER OF WARRANTIES

    1. You acknowledge and agree that your use of the Services is at your own risk and that the Services are provided "as is", "as available" and "with all faults". To the extent permitted under the applicable law, we disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
    2. We make no representations or warranties about the accuracy, completeness, or content of the merchant websites or any websites linked (through hyperlinks, banner advertising or otherwise) to the Shopy Platform and merchant websites, or the Services, and we assume no liability or responsibility for the same.
    3. Except as otherwise provided herein, we make no warranty that our Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in internet connectivity and activity that could result in the loss of your privacy, confidential information and property. We do not warrant that the Shopy Platform, servers or the Services or any e-mail sent from our Services are free of viruses or other harmful components.
    4. You are solely responsible for the accuracy, appropriateness, and legality of all data, design and content within your site; including sales tax calculations, product pricing, and product descriptions, contact information, email communications, and electronic payment processing.
    5. We do not make any representation or warranties that the Services are appropriate or available for use in all geographic locations. You use the Service at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
    6. These disclaimers of representations and warranties shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of these Terms or your use of the Shopy Platform or the Services.

12. INDEMNITY

    1. You will indemnify, defend, and hold harmless Shopy, and its subsidiaries, licensors, affiliates, officers, directors, agents, co-branders, partners, employees, successors, and assigns (collectively “Indemnified Parties”) from any and all liability, loss, claim, damages, expenses, costs or demands, (including but not limited to reasonable attorneys' fees), incurred or made against the Indemnified Parties by any third party in connection with any claim arising from or related to:
       1. your use (or anyone using your Account/s) use of the Services, or the Shopy Platform;
       2. your Content including any claims of the infringement of the intellectual property rights of a third party; or
       3. any products you offer on or through the Shopy Platform or using our Services;
    2. You must fully cooperate at your expense as required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
    3. Shopy disclaims any liability arising from a merchant’s failure to deliver the product or services and you indemnify Shopy against such liability.

13. INTELLECTUAL PROPERTY AND OWNERSHIP OF CONTENT

    1. We do not claim any intellectual property rights over the Content you provide to the Shopy Platform or upload on your website. All of your Content remains yours.
    2. When providing Content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sub-licensable right to exercise any and all copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "IP Rights") you have in that Content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future.
    3. You represent and warrant that you own or otherwise control all necessary rights in the Content you provide to meet your obligations under these Terms. You represent and warrant that such Content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any IP Rights of any third party. Shopy takes no responsibility and assumes no liability for any Content provided by you or any third party.
    4. Shopy shall have the non-exclusive right and license to use your intellectual property rights including but not limited to business names, trademarks, service marks and logos associated with your store(s) to promote the Services.
    5. All rights not expressly granted by Shopy to you in these Terms are hereby reserved by Shopy. There are no implied rights. You may not use, imitate, or copy, in whole or in part, any Shopy trademark, service mark, trade dress, logo, or other branding (collectively, “Marks”) without, in each instance, Shopy’s prior written consent, in Shopy’s discretion. All permitted use of Shopy’s Marks will inure to the benefit of Shopy.
    6. As between the parties, the Shopy Platform and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of these materials (collectively, "Shopy IP") are owned by Shopy and/or its third party sponsors, partners, and suppliers. You have no right or license in or to the Shopy IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.

14. THEMES

    1. You may establish the appearance of your sites with a design template downloaded through our Services or otherwise (a "Theme"). If you download a Theme that is developed by Shopy, you are licensed to use it for a single store only. You are not permitted to transfer or sell a Theme developed by Shopy to any other person. We give no assurance that a particular Theme will remain available for additional downloads. All Themes developed by Shopy that are downloaded by you are considered part of the Services for purposes of these Terms.
    2. Some Themes that you download may contain copyrighted material, including images, that you may not have the right to use. You should confirm your rights to use any images included in a Theme prior to your use on your site.
    3. You can not modify a Theme to suit your site and your Stores. We may modify the Theme to reflect technical changes and updates as required.
    4. The intellectual property rights of any or Themes remains the property of the developer/designer. If you exceed the rights granted by your purchase of a Theme, the designer (which may be us or a third party) may take legal action against you, and we may take administrative action such as modifying your store or closing your store.

15. PAYMENT OF FEES

    1. Shopy Fees in respect of use of the Services shall be payable in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Additional Fees in respect of additional services will be charged from time to time at Shopy’s discretion. You will be charged on each Billing Date for all outstanding fees that have not previously been charged.
    2. An invoice setting out the Fees payable in respect of a Shopy Store will be displayed on the respective Shopy Account on the Shopy Platform at the time of subscribing for the Services. Users have approximately two weeks to bring up and settle any issues with the billing of subscription.
    3. Fees are payable in KES Kenyan Shillings, unless otherwise specified. The pricing identified on the Shopy Platform includes Services for a single store only, unless otherwise specified.
    4. Fees are based on the Services purchased, regardless of actual usage and are non-refundable. Shopy does not provide refunds or credits for any partial days, months or years and does not provide refunds to customers, whether or not a customer has logged in or used the Services.
    5. All Fees are exclusive of all applicable governmental fees, charges, or taxes, including, without limitation, all sales, goods, services, value-added, harmonized, or other taxes (collectively “Taxes”). You will be responsible for the payment of all Taxes applicable to your use of the Services.
    6. Where the applicable Fees are not paid within the due date, Shopy may suspend your access to the Services and you will no longer be able to access the following features on the Shopy Platform which will be disabled:
       1. my order pages & all associated functions;
       2. my customers & all associated functions;
       3. broadcast lists & all associated functions;
       4. ability to add or edit products on your Store; and
       5. ability to view individual sales on the dashboard.
    7. If you do not renew your subscription, we will keep your account active for three (3) months after which your domain name will deactivated and released to the public for use.
    8. A suspension will not terminate the Terms or relieve you of any obligations or liabilities. You will reimburse Shopy for any costs of collection.

16. TERM AND TERMINATION

    1. The Services will be provided to you for the duration of your Services subscription, unless earlier cancelled by you or terminated by Shopy. You may cancel your Services subscription at any time. These Terms will automatically terminate upon the cancellation of all of your Services subscriptions. Shopy may terminate these Terms or your Services subscription(s) at any time, with or without cause, upon written notice. Shopy will have no liability to you or any third party because of such termination. Termination of these Terms will terminate all of your Services subscriptions.
    2. Upon termination of the Services by either party for any reason:
       1. Shopy will cease providing you with the Services and you will no longer be able to access your Account;
       2. unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
       3. any outstanding balance owed to Shopy for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
       4. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
       5. We reserve the right to modify or terminate the Shopy Service, these Terms and/or your Account for any reason, without notice at any time. Termination of these Terms shall be without prejudice to any rights or obligations which arose prior to the date of termination.
       6. Without limiting any other remedies, Shopy may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

17. MODIFICATION TO TERMS

    1. Shopy reserves the right to adjust the Fees for using the Services upon giving 30 days’ notice. Such notice may be provided at any time by posting the changes to the Shopy Platform.
    2. Shopy reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
    3. Shopy shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

18. THIRD PARTY SITES AND SERVICES

    1. The Shopy Platform may contain links to other websites owned by third parties ("Third Party Sites"), and when you click on any of these links, you will be directed to another website. You may also have the ability through the Service or through Applications to access your Account for services provided by third parties or to link accounts for Third Party Services to your Account (collectively, "Third Party Services").
    2. We make no representation or warranty regarding any Third Party Site or Third Party Service, including their compatibility with the Services. You agree that we shall not be responsible for any loss or damage incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Services. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on our website to any third party, third party website or third party product or service be construed as an approval or endorsement by us.
    3. Some of our Services may require you to give us access to or require you to provide login information and password information for Third Party Services. When you provide this information to us or give us access to these third party accounts, you agree that you have all the necessary contractual and legal rights to give us such access, login information.

19. USER’S RESPONSIBILITIES

    1. You shall at your own expense provide and maintain in safe and efficient operating order your Device necessary for the purpose of accessing the Services.
    2. You shall be responsible for ensuring the proper performance of your Device. Shopy shall neither be responsible for any errors or failures caused by any malfunction of your Device, and nor shall Shopy be responsible for any computer virus or related problems that may be associated with the use of the Shopy Platform, the Services and the Device. You shall be responsible for charges due to any service provider providing you with internet connection to the Shopy Platform and Shopy shall not be responsible for losses or delays caused by any such service provider.
    3. You shall follow all instructions, procedures and terms contained in these Terms and any document provided by Shopy concerning the use of the System and the Services.

20. NOTICES

    1. Shopy may send information concerning your Account via:
       1. SMS to the mobile phone number associated with your Account;
       2. your e-mail;
       3. push notifications; or
       4. such other channel as Shopy may determine in future.
    2. You acknowledge that you have no claim against Shopy for damages resulting from losses, delays, misunderstandings, mutilations, duplications or any other irregularities due to transmission of any communication pertaining to your Account.

21. GOVERNING LAW, JURISDICTION AND NO CLASS ACTIONS

    1. These Terms shall be construed in accordance with and governed by the laws of Kenya.
    2. The Parties shall endeavour to settle amicably any dispute arising from this Agreement, and any dispute that cannot be resolved amicably within 30 days after either party’s request to the other for resolution of the dispute through negotiated settlement or mediation shall be referred to Arbitration in accordance with the provisions of the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules. The place of Arbitration shall be Nairobi, Kenya and the language of Arbitration shall be English.
    3. Nothing in this clause shall restrict either party’s freedom to commence legal proceedings of any nature for the purposes of seeking preliminary injunctive relief or interim or conservatory measures from a court in Kenya ending the final decision or award of any arbitrator.

22. MISCELLANEOUS

    1. In the event that individual provisions of these Terms shall be or become invalid or for any reason unenforceable, all other terms and conditions shall remain in full force and effect.
    2. No waiver by Shopy of any breach, failure or default in performance by you, and no failure, refusal or neglect by Shopy to exercise any right hereunder or to insist upon strict compliance with or performance of your obligations under these Terms, shall constitute a waiver of the provisions of these Terms and Shopy may at any time require strict compliance with the provisions of these Terms.
    3. Shopy may assign its rights and duties under these Terms to any party at any time without any notice to you. You may not assign these Terms to anyone.
    4. No agency, partnership, joint venture or employment relationship is created by these Terms or your use of the Services, and you do not have any authority of any kind to bind Shopy in any respect whatsoever.
    5. Shopy will have no liability to you, your users, or any third party for any failure by Shopy to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Shopy, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.