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SELLER TERMS OF SERVICE

1. INTRODUCTION​

These terms, the Board Resolutions, the Buyer Orders executed by you and accepted by us and the Privacy Notice which are all incorporated herein by reference (together the “Seller Terms of Service”) constitute a legally binding agreement between Sevi Innovation Limited including its foreign subsidiaries and branches (“Provider”, “we” or “us”) and the person or legal entity or institution (“you” or “Seller”) who offers Buyers an option to pay for Goods using the Sevi Payment Service.

By integrating the Sevi Payment Service on the Sevi Platform to your sale platform, enabling and offering the Sevi Payment Service to your Buyers and/or by clicking the accept button on the Sevi Platform, you acknowledge that you have carefully read, understood, and agreed to be bound by these Seller Terms of Service.

If you do not agree to these Seller Terms of Service, you must stop using or accessing the Sevi Platform immediately.

You can at any time access and print a copy of these terms via our website for your record.

2. INTERPRETATION​

2.1. Definitions:​

For the purposes of these Seller Terms of Service (including the introduction), unless stated otherwise, the following words shall have the following meanings:

  • Account: means a digital account on and accessible through the Sevi Platform;
  • Board Resolution: means the resolution in full force and effect substantially similar in the form set out in these Seller Terms of Service adopted by the Seller’s Board of Directors;
  • Buyer Credit: means a request for the Provider to provide ‘Order now, Pay later’ services to the Buyer, submitted through the Sevi Platform and accepted by the Provider;
  • Buyer Credit Terms and Conditions: means the Provider’s credit terms and conditions applicable to Buyer Credit;
  • Buyer Order: means an order by a Buyer to the Seller, using the Sevi payment option and/or submitted through the Sevi Platform, and accepted and executed by the Seller;
  • Default: means a Buyer Credit which is overdue as determined in the Buyer Credit Terms and Conditions;
  • Goods: means any tangible products, including but not limited to, products, goods and services sold by the Seller and delivered to the Buyer pursuant to any Buyer Order, whether or not accepted for the ‘Order now, Pay later’ service provided by the Provider;
  • Intellectual Property Rights: means all title, interests and other proprietary rights in and to:
    • (a) trademarks, service marks, brand names, certification marks, trade dress, trade names and other indications of origin, and the goodwill associated with the foregoing;
    • (b) inventions, discoveries and ideas, whether patentable or not;
    • (c) patents and all reissues, divisions, continuations-in-part, renewals and extensions thereof;
    • (d) trade secrets;
    • (e) writings and other works, whether or not protectable by copyright or other law;
    • (f) copyrights, database rights, or mask works;
    • (g) know-how, technical information, processes, practices and systems, whether protectable by patent, copyright, trade secret or other law; and
    • (h) any other intellectual property or similar proprietary rights or interests which may exist in any jurisdiction, and in each case, including all registrations thereof, applications therefor and renewals, modifications, translations and extensions thereof, in any jurisdiction, and any claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing.
  • Purchase Price: means the price for the Goods inclusive of VAT and, where applicable, any additional or substitute taxes, levies, imposts, duties, fees or charges;
  • Set-Up-Fee: means the initial set up fee (if any) in respect of the Sevi Payment Service as set out under the applicable Board resolution;
  • Sevi Payment Service: means the Sevi payment and/or check-out method either on the Seller’s web shop or the Sevi Platform, which includes the ‘Order now, Pay later’ (or related) service provided by the Provider pursuant to an accepted Buyer Credit, where applicable;
  • Sevi Platform: means the digital channel and interface developed and maintained by the Provider including mobile application, website, USSD, SMS and WhatsApp to facilitate access to the Sevi Payment Services;
  • Specific Seller Terms: means the additional Seller terms relating to the Sevi Payment Service as set out in the applicable Board Resolution;
  • Term: means the term of the Seller Terms of Service as determined in accordance with clause 18.1 ; and
  • Updates: means all improvements, modifications, variations and enhancements or additions to, or developments of, the Sevi Platform.

2.2 Interpretation:​

Unless the context otherwise requires, or as specifically provided otherwise, in the interpretation of these Seller Terms of Service:

  • 2.1.1. words importing any gender include every gender;
  • 2.1.2. words importing the singular number include the plural number and vice versa;
  • 2.1.3. words importing persons include firms, companies and corporations and vice versa;
  • 2.1.4. references to numbered clauses and schedules are references to the relevant clause in or schedule to these Seller Terms of Service;
  • 2.1.5. reference in any schedule to these Seller Terms of Service to numbered paragraphs relate to the numbered paragraphs of that schedule;
  • 2.1.6. the headings to the clauses, schedules and paragraphs of these Seller Terms of Service will not affect the interpretation;
  • 2.1.7. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bye-law made under that enactment;
  • 2.1.8. any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done; and
  • 2.1.9. any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.

3. CONSIDERATION AND PLATFORM LICENCE​

3.1. We grant you a non-exclusive and non-transferable licence to enable your Buyers to pay for Goods using the Sevi Payment Service option available on the Sevi Platform during the Term on the terms set out in these Seller Terms of Service.

3.2. The Sevi Payment Service contemplated by these Seller Terms of Service is made available to you solely for lawful purposes and use. You will comply with and will ensure that your subcontractors, agents and personnel comply with all applicable laws and regulations when using the Sevi Payment Service.

4. ACCESS TO THE SEVI PAYMENT SERVICE​

4.1. You must open an Account with us to use the Sevi Payment Service. During registration for the Account, we will ask you for information including your name, authorised representative, address, email, tax identification number and other identifying information that is necessary to provide you the Sevi Payment Service. You must provide accurate and complete information in response to our questions, and you must keep that information current.

4.2. If you are using the Sevi Platform on behalf of a third party, including, without limitation, any business entity, you warrant that you are authorised and have the authority to commit the third party to these Seller Terms of Service. If you are not duly authorized by the third party, you acknowledge that you will be personally liable for any purported authorization of the third party and any resulting obligations or liabilities arising from unauthorized use of the Sevi Payment Services.

4.3. You are fully responsible for all activity that occurs under your Account as a result of actions taken by persons to whom you have granted access to the Account or persons who have gained unauthorised access to your Account as a result of your failure to keep your Account details secure or otherwise your failure to comply with these Seller Terms of Service.

4.4. You must promptly notify us of any loss, theft, or potential unauthorized use of your Account to our support team via support@sevi.io. You acknowledge that we are not liable for any third-party actions or inactions related to permissions granted by you to the use of your Account by third parties.

4.5. We reserve the right to change the account type, suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the Account registration requirements, where doing so is reasonably necessary to protect our legitimate business interests.

4.6. You are solely responsible and liable for all charges and defaults incurred through or as a result of fraudulent or unauthorised use of the Sevi Payment Service by you or the ones you have given access to your Seller account. You acknowledge that each party to these Seller Terms of Service is obligated to detect or report unauthorised or fraudulent use of the Sevi Payment Service.

5. DETERMINATION OF CREDIT BANDWIDTH​

5.1. Seller Credit Bandwidth

5.1.1. We, in our sole discretion, determine the initial credit bandwidth available to your Buyers.

5.1.2. This determination is based on a thorough due diligence process that we conduct on you and your customer base.

5.1.3. We may adjust the credit bandwidth from time to time based on the repayment behaviour of your Buyers or changes in market conditions.

5.1.4. If the credit bandwidth is exhausted, your Buyers will not be able to access further credit from us until the credit bandwidth is replenished through positive repayment behaviour by your Buyers, or otherwise at our discretion.

5.2. Buyer Credit Limit: The maximum part of the order value eligible for Buyer Credit per Buyer is set by our dynamic credit algorithm, increasing with positive

6. BUYER ORDER IDENTIFICATION AND CREDIT APPLICATION​

A Buyer must follow these steps to pay for a Buyer Order using the Sevi Payment Services:

6.1. The Buyer shall identify a Buyer Order that it wishes to pay for using the Sevi Payment Service and apply for Buyer Credit from us;

6.2. We will review and either accept or decline the Buyer Credit request in accordance with the applicable Buyer Credit Terms and Conditions;

6.3. We shall communicate to the Buyer the specific Buyer Credit Terms and Conditions and interest before approving or disbursing the Buyer Credit; and

6.4. If we accept a Buyer Credit request, we shall pay to you the Purchase Price or part of the Purchase Price for the Buyer Order in accordance with clause 7 of these Seller Terms of Service. Upon such payment, you authorise us to recover the full amount of the Purchase Price from the Buyer.

7. PAYMENT​

7.1. Payment. Once we accept the Buyer Credit request from a Buyer and you deliver the Goods relating to the approved Buyer Credit to the Buyer, we shall pay to your Account the Purchase Price or part of the Purchase Price, as per the Specific Seller Terms. You acknowledge that the relevant Specific Seller Terms contained in the Board Resolution signed by you will apply to the payment option applicable to a Buyer Order. You must read, understand and comply with the specific terms set out in the Specific Seller Terms.

7.2. Settlement. Payment is due in Kenya Shillings, unless otherwise stated, to your Account on the Sevi Platform. Unless your Account is suspended, you can at any time transfer the balance available in your Account to your bank or mobile service provider account, through the Sevi Platform.

7.3. Payments by you to us: All payments from you to us must exclusively be made through the Sevi Safaricom pay bill number 4042419 or a number communicated by us to you in writing. No payment should be sent to an individual staff. We maintain a zero-tolerance policy for bribery, and no kick-back fees are permitted. You should promptly report any attempt by our staff to engage in such offences.

8. RETURNS AND CANCELLATIONS​

8.1. You can initiate the cancellation or return of a Buyer Order through the Sevi Platform as long as the Buyer Credit is not fully repaid. To request such a return or cancellation:

8.1.1. you initiate the cancellation or return of the Buyer Order from the Sevi Platform or through our customer support available through support@sevi.io;

8.1.2. once we get the cancellation or return instruction from you, we will deduct from your Account an amount equivalent to the Purchase Price or part of the Purchase Price paid for the Buyer Order by us to you, as stipulated in clause 7 above and in the applicable Specific Seller Terms. In cases where only a portion of the Buyer Order is returned, we only deduct the pro-rated amount of the Purchase Price of the returned Goods;

8.1.3. where the balance on your Account is too low and doesn’t allow the deduction under paragraph 8.1.2 above, you must top-up your Account and/or allow us to collect such amount from future payments due to us; and

8.1.4. upon successful deduction, we shall return all payment belonging to the Buyer Order and/or Buyer Credit made by the Buyer to the Buyer’s account.

8.2. No return or cancellation can be initiated through the Sevi Platform after a Buyer has paid to us the entire Buyer Credit amount. In such instances, returns and cancellation of a Buyer Order are exclusively handled between you and the Buyer.

9. DELIVERY OF SERVICE​

9.1. Provision of Service. We provide the Buyer the Sevi Payment Service as described in the appropriate Buyer Credit and the Buyer Credit Terms and Conditions.

9.2. We reserve the right to vary the Sevi Payment Service terms including the Specific Seller Terms, fees, costs and your bandwidth determined in accordance with clause 5. We will inform you of such variations. You shall have 30 days to accept such changes or increased costs or tender notice of termination of the Sevi Payment Service.

9.3. Title. Title to the Goods sold under any Buyer Order and/or Buyer Credit shall pass to the Buyer only upon payment in full by the Buyer of the price therefor including any interest and/or additional fees charged by us. Upon our payment of the Purchase Price to you pursuant to clause 7, you assign to us the right to collect the Purchase Price from the Buyer. You also grant us the authority to register and secure our interest in the financed Goods and the outstanding Purchase Price as we may deem necessary.

10. SUSPENSION OF SERVICE​

10.1. Suspension of Service by Provider. We may, at our sole discretion, elect to suspend any or the Sevi Payment Service forthwith if:

10.1.1. you fail to comply with any provision of clauses 7 or 12 of these Seller Terms of Service;

10.1.2. we have a reason to assume fraudulent use of the Sevi Payment Service by you and/or your Buyer;

10.1.3. a Buyer pays the remaining balance of the Purchase Price to you and/or you pay money into a Buyer account;

10.1.4. the sum of instalments that are late, of all your Buyers combined exceeds 25%;

10.1.5. the Defaults on the sum of Buyer Credits of all your Buyers combined exceeds 50%;

10.1.6. such suspension is for the purpose of carrying out scheduled or emergency maintenance on our technology platform, provided that we give you prior reasonable notice;

10.1.7. such suspension is in accordance with an order, instruction or request of government, a court order, an emergency service organisation or other competent administrative authority or is a result of us otherwise losing our authorisation to provide the Sevi Payment Service(s);

10.1.8. we may, at our sole discretion, elect to suspend any or all the Sevi Payment Services to a specific Buyer forthwith if the Buyer is overdue on any instalment or Buyer Credit or the Buyer is in breach of the Buyer Credit Terms and Conditions; or

10.1.9. in an event of you filing for insolvency, bankruptcy, reorganisation or any similar process or proceeding or you failing to discharge an involuntary petition therefor within 30 days after filing.

Our exercise of our right of suspension under this clause shall not function as a waiver of any right of termination that we may have under these Seller Terms of Service or any individual Buyer Credit or any of your obligations under these Seller Terms of Service.

10.2. Effect of suspension. Upon our suspension of any Sevi Payment Service to you under:

10.2.1. any of the foregoing clauses except 10.1.6 and 10.1.7, we may, in addition to all other remedies that may be available to us at law or in equity, assess and collect from you any applicable termination charge;

10.2.2. clause 10.1.4, we will no longer accept Buyer Credit to any of your Buyers;

10.2.3. clause 10.1.2 and/or 10.1.5 as the case may be, you will become liable for the full defaulted amount of your Buyers; and/or

10.2.4. any of the foregoing clauses except 10.1.6, you are not allowed to deliver any new Buyer Orders to the Buyer, using Sevi Payment Services.

10.3. Resumption of Service. If a Sevi Payment Service has been suspended pursuant to clause 10.1.6, we shall re-establish such Sevi Payment Service as soon as reasonably possible.

11. FEES​

11.1. Fees by You: You allow us to collect the following fees from your Account:

11.1.1. any Set-Up- Fee that may be applicable;

11.1.2. any fees due from you for use of the Sevi Payment Services as set out in the Specific Seller Terms; and

11.1.3. in the event that you require customization of the Sevi Platform to integrate with your systems, a one-time customization fee as determined by us.

11.2. Fees to You. we shall send to your Account any revenue share and/or fees earned by you for your participation in the Sevi Payment Services as set out in the Specific Seller Terms.

12. YOUR RESPONSIBILITIES​

12.1. You shall be responsible for:

12.1.1. testing, implementing and maintaining the Sevi ‘Order now, Pay later’ APIs and plugins in accordance with the specifications under our guidance;

12.1.2. using the Sevi Platform in accordance with the operating procedures determined by us from time to time;

12.1.3. paying to us the fees set out in clause 11;

12.1.4. meeting all regulatory approvals required and complying with all applicable laws relating to the sale of goods and services including consumer protection laws;

12.1.5. payment of taxes relating to the Purchase Price and the revenue share and/or fees earned by you under these Seller Terms of Service;

12.1.6. providing assistance to your Buyers in (i) using the Sevi Payment Service, (ii) understanding the Buyer Credit Terms and Conditions and (iii) applying for a Buyer Credit;

12.1.7. providing historic sales data to us for the purpose of our credit appraisal of your Buyers;

12.1.8. cooperating with the mutually agreed promotion and advertising of our brand, services and products in collaboration with our and your marketing advertising guidelines (if any);

12.1.9. determining the Purchase Price and providing the correct product pricing of Buyer Orders;

12.1.10. the delivery of Goods to the Buyer within the agreed timelines;

12.1.11. handling the return of Goods in accordance with clause 8;

12.1.12. retaining responsibility for the quality and delivery of the Goods purchased, including but not limited to any, and all, representations and warranties you have provided to a Buyer. For avoidance of doubt, we accept no risk or liability whatsoever in connection with the delivery of the Goods to Buyers;

12.1.13. promptly addressing any primary complaints a Buyer may have on the Goods (including workmanship and fitness for purpose or service) and advising us on resolution of the complaint. The parties agree that such complaints shall exclude any financial aspects that the Sevi Payment Service shall cater to which shall be handled by us;

12.1.14. cooperating in any Know Your Customer (KYC) and due diligence process on you or a Buyer that we are required to perform by law or otherwise and provide the KYC details required by us; and

12.1.15. providing all required cooperation and information that we may need for follow-up with a Buyer when any instalment due date belonging to a Buyer Credit has expired.

13. OUR RESPONSIBILITIES​

13.1. We shall be responsible for:

13.1.1. collection of payments from the Buyer digitally;

13.1.2. payment of the Purchase Price to you on delivery of Buyer Order in accordance with clause 7 above and the Specific Seller Terms;

13.1.3. provision of accessible Buyer Credit Terms and Conditions to Buyers;

13.1.4. credit assessment and approval of Buyers who send Buyer Credit requests;

13.1.5. registration and accounting for credits, instalments and repayments by Buyers;

13.1.6. displaying credit performance by Buyers using the Sevi Payment Service in a dashboard on the Sevi Platform;

13.1.7. providing marketing materials and technical support for onboarding Buyers;

13.1.8. providing a ‘Buy now, Pay later’ payment option on your platform;

13.1.9. engaging a debt collector after the Due Date of a Buyer Credit by a Buyer;

13.1.10. screening all wallet holders and complying with applicable law;

13.1.11. maintaining risk and fraud processes for detection and prevention of risk and fraud; and

13.1.12. reconciliation and settlement of payments arising from the use of the Sevi Payment Services.

14.1. When you agree to these Seller Terms of Service, you give consent to us sending electronic communications to the e-mail address or telephone number you have provided, you agree that we may send statements, notices and other communications under or in relation to the Sevi Payment Service and these Seller Terms of Service via mail or the Sevi Platform via email or via text message to the mobile phone number you have provided to us on the Sevi Platform.

14.2. Notices shall be deemed to have been duly given:

14.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

14.2.2. when sent, if transmitted by email and a successful transmission report or return receipt is generated; or

14.2.3. on the fifth business day of the sender following mailing, if mailed by ordinary mail, postage prepaid; or

14.2.4. on the tenth business day of the sender following mailing, if mailed by airmail, postage prepaid,

in each case addressed to the most recent address or email address.

14.3. You must promptly inform us of any changes to your name, address, email or telephone number. You must provide any evidence of such changes that we may reasonably require.

14.4. All communication between you and us in relation to these Seller Terms of Service shall be in English.

15. INTELLECTUAL PROPERTY​

15.1. All Intellectual Property Rights in and related to the Sevi Platform (including, but not limited to, any Updates) and any data, analytics, research or other information contained in, displayed on or generated by the Sevi Platform or otherwise prepared by us with data or information from your, or any other user’s, access to and/or use of the Sevi Platform (collectively the “Platform Information”) shall be, and shall remain our exclusive property, and you acknowledge that you shall not obtain any Intellectual Property Rights in or to the Platform or the Platform Information.

15.2. You shall:

15.2.1. not have any right to use the Sevi Platform except for the purpose of these Seller Terms of Service;

15.2.2. not sell, lease, license, transfer, dispose of, provide or otherwise make available to any third party any form of access to or use of the Sevi Platform other than as permitted by these Seller Terms of Service;

15.2.3. protect and safeguard our Intellectual Property Rights in and to the Sevi Platform by using the same degree of care that you would use to protect your own Intellectual Property Rights, but in any event with no less than a reasonable degree of care;

15.2.4. not copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of re-post to other applications or websites, change, or otherwise distribute, license, sub-license or transfer in any form any aspect of the Sevi Platform; and

15.2.5. during the Term, grant us a non-exclusive licence to use your trademarks, whether or not registered, in connection with the promotion and sale of the Goods and Services to Buyers and the Sevi Platform (including, but not limited to, using such trademarks on the Sevi Platform or in any advertising for the Sevi Payment Services) subject to any restrictions on use which you may advise us in writing from time to time.

15.3. We may, from time to time, issue upgraded versions of the Sevi Platform, and/or may automatically upgrade the current version of the Sevi Platform, without notice to you. If you continue to use the Sevi Platform after such upgrade, you shall be deemed to have consented to any such upgrade and to the updated terms after such upgrade.

16. WARRANTY AND DISCLAIMER OF WARRANTIES AND CONDITIONS​

16.1. Due to the nature of the internet, except as provided above, the Sevi Payment Service is provided on an ‘as is’ and ‘as available’ basis without warranties or conditions of any kind, express or implied. We do not represent or warrant that:

16.1.1. the Sevi Platform shall function uninterrupted, that it shall be error free, that defects shall be corrected or that the Sevi Platform, or the server that makes it available, shall be free of any virus or other harmful elements; or

16.1.2. the Sevi Platform shall be compatible with any particular computer or mobile device.

16.2. You acknowledge that the Sevi Platform may be unavailable from time to time due to errors, defects and/or maintenance.

16.3. We shall not be responsible or otherwise liable for any:

16.3.1. corruption or loss of data or other content which you or any other person may experience; or

16.3.2. software, network, computer system, hardware, devices or other equipment that may be harmed,

as a result of, or otherwise in connection with, your use of the Sevi Platform.

16.4. You confirm that you have not entered into these Seller Terms of Service on the basis of any representation that is not expressly incorporated into these Seller Terms of Service.

17. LIMITATION OF LIABILITY​

17.1. The provisions of these Seller Terms of Service set out the maximum liability of the parties under or in connection with these Seller Terms of Service and each Buyer Order and each Buyer Credit and all other liability is excluded.

17.2. Our liability for damages arising out of any Buyer Order or any Buyer Credit or any other matter under these Seller Terms of Service, including but not limited to mistakes, omissions, interruptions, delays, tortious conduct or errors, or other defects, representations, or use of the Sevi Payment Service or arising out of the failure to furnish the Sevi Payment Service, whether caused by acts of commission or omission, (including your software or hardware failures or any other damage occurring after the provision of the Sevi Payment Service) shall be limited to the price paid for such Goods in the applicable Buyer Order.

17.3. Neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, including but not limited to damages for lost profits, lost contracts or lost revenues (whether direct or indirect), however caused (excluding wilful misconduct) and regardless of whether such party has been informed of the possibility or likelihood of such damages arising.

17.4. No employee or representative of the Provider, other than a duly authorised officer, has any authority to bind us to any warranty or undertaking whatsoever.

17.5. You are liable for the total Buyer Credit of the first Buyer Order in the case the Buyer does not have the ‘verified buyer’ status.

18. TERM AND TERMINATION​

18.1. Term. These Seller Terms of Service shall be for a term of 12 months commencing with the first date agreed by you and shall be automatically renewed every 12 months thereafter unless terminated by either party pursuant to these Seller Terms of Service, with a one-month notice.

18.2. Termination. Both parties may immediately terminate these Seller Terms of Service only by written notice to the other Party if (i) any breach of a material provision of these Seller Terms of Service that if remediable is not remedied by the other Party within 14 days’ of the receipt of written notice from the other Party specifying the breach and requiring its remedy; (ii) any regulatory decision or governmental order requiring us to suspend the Sevi Payment Service(s), or you to suspend delivery of Goods or which is reasonably likely to result in the loss of our operating authority; or (iii) in an event of either Party files for bankruptcy, reorganisation (other than a solvent corporate reorganisation) or any similar proceeding or fails to discharge an involuntary petition therefor within 30 days after filing.

18.3. Any termination under these Seller Terms of Service, except in accordance with clause 18.2 above, shall not relieve us of our obligation to pay to you any amount due already incurred prior to termination.

18.4. Termination of these Seller Terms of Service shall not terminate any open Buyer Orders or any open Buyer Credit, prior to the issuance of a termination notice and such open Buyer Credits shall not relieve the Buyer from making instalment payments outstanding under the Buyer Credit. Where there are open Buyer Credits and a termination notice has been issued by you, these Seller Terms of Service shall only terminate at the completion of all full and final payments due by the Buyers to us.

19. GENERAL TERMS​

19.1. Force majeure. Neither party shall have any liability under or be deemed to be in breach of these Seller Terms of Service or any affected Buyer Credit for any delays or failures in performance of these Seller Terms of Service which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 6 months, the non-affected party may terminate these Seller Terms of Service only by written notice to the other party.

19.2. Marketing. You agree that we may refer to you and may briefly describe your business in our marketing materials and on our website and app.

19.3. Indemnification by You. You shall indemnify, defend and hold us harmless from claims, loss, damage, expense (including reasonable lawyer’s fees and court costs), or liability arising from: (a) any claims made against us by any person or entity in connection with the delivery or consumption of the Goods and/or Services; (b) the content of any communication transmitted via the Sevi Payment Service or maintained in connection with any Buyer Order or Buyer Credit.

19.4. Severability. If any provision or part-provision of these Seller Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Seller Terms of Service.

19.5. No Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

19.6. Data Protection. The parties undertake to comply with the provisions of the Data Protection Act (No. 24 of 2019 laws of Kenya) and any related legislation in so far as the same relates to the provisions and obligations of these Seller Terms of Service. We shall collect and process personal data required in connection with the provision of the Sevi Payment Services in accordance with our Privacy Policy which is incorporated into these Seller Terms of Service.

20. NATURE OF RELATIONSHIP​

None of the terms under these Seller Terms of Service shall constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in these Seller Terms of Service.

21. AMENDMENTS​

We reserve the right to amend these Seller Terms of Service from time to time. Any such amendments shall be notified to you through your contact details provided on the Sevi Platform. By using the Sevi Payment Services, you agree to these Seller Terms of Service subject to any future amendments to them. Any continued use of the Sevi Payment Services after an amendment to these Seller Terms of Service shall be considered as you giving consent to be bound by those terms and conditions. Please review these Seller Terms of Service from time to time for updates and changes that may impact you.

22. ASSIGNMENT​

You may not transfer or assign any rights or obligations you have under these Seller Terms of Service without our prior written consent. We have the right to transfer or assign these Seller Terms of Service or any right or obligation under these Seller Terms of Service at any time without your consent, provided that such transfer does not alter your rights and obligations under these Seller Terms of Service to your detriment.

23. CONFIDENTIALITY​

Each party acknowledges that all material and information which has come or will come into its possession or knowledge by virtue of these Seller Terms of Service consists of confidential and proprietary information which if disclosed to third parties might be damaging to the proprietor thereof. Both parties therefore agree to hold any such information and material in the strictest of confidence unless express permission is obtained from either party. The parties agree that the a forestated provision will survive the termination of these Seller Terms of Service.

24. DISPUTE RESOLUTION​

24.1. The parties shall resolve any dispute, controversy or claim arising out of or in relation to these Seller Terms of Service, or the breach, termination or invalidity as per the provisions below which shall be the exclusive mechanism for resolving any dispute that may arise from time to time and are express condition(s) precedent to litigation of the dispute. a. Negotiations: A party shall send a written notice to the other party of any dispute (“Dispute Notice”) by negotiating and consultation between themselves, including not fewer than 2 negotiation sessions. b. Mediation: If the dispute cannot be resolved within 21 days from the date of the dispute notice, either party may initiate mediation within 14 days. The parties shall seek an amicable settlement of the dispute (s) by mediation, which shall take place according to the Nairobi Centre for International Arbitration – Mediation Rules as at present in force. c. Litigation as a final resort: If the parties cannot resolve any dispute for any reason following negotiations and mediation, either party may file suit in a court of competent jurisdiction.

Sevi Sevi Innovation Limited is licensed and regulated by Central Bank of Kenya. It is incorporated under Kenyan law and is registered with the Registrar of Companies under registration number PVT-AJUVZRA. For further information about Sevi, go to: sevi.io. Edited in Kenya on 25 March 2024.