GENERAL TERMS AND CONDITIONS OF USE OF THE JUMBA PLATFORM 

1. INTRODUCTION

1. Jumba Technologies Kenya Limited, (“Jumba”, “us” or “we”) is the proprietor of an online platform that provides access to a wide range of construction materials, including cement, steel, plumbing materials, tiles, and electricals. 

2. Through the platform, persons can easily purchase construction materials with the option of payment on or before delivery or payment on credit terms vide the Jengwa product (referred to as the “Customers” and singularly as “Customer”).

3. Jumba owns all the relevant intellectual property rights (save for rights expressly granted under any written agreement) in the Jumba Platform (hereinafter defined).

4. The Customer (hereinafter defined) desires to use the Jumba Platform to purchase construction materials through available channels provided by Jumba (“Services”).

5. The terms and conditions herein (hereinafter “Terms and Conditions”) are the terms and conditions which shall be applicable to the use of the Jumba Platform by the Customer and shall constitute the agreement between Jumba and the person whose details are set out in Application Form attached as an Annexure herein (the “Customer” or “you”).

6. These Terms and Conditions and any amendments or variations thereto take effect on their date of publication and shall be applicable to the Customer upon signing hereof. Jumba may require that the Customer indicates their agreement to the terms by clicking on the “accept” button that may be made available on the Jumba Platform or the Website. In that event, by clicking on the “accept” button, you will thereby be consenting to be bound by and shall become a party to this agreement. If you do not agree to all of the terms of this agreement, click the “do not accept” button or leave the website/Jumba Platform. 

2. DEFINITIONS & INTERPRETATIONS

1. In these Terms and Conditions, and the documents relating to Jumba and the Services, unless the context otherwise requires, the following expressions shall have the meanings set against them herein below:

1. “Affiliate” and “Associate” means, any person that directly or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with the person specified, such person being an individual, partnership, corporation, limited liability company, institution, joint venture, joint stock company, unincorporated organization or association, trust, government, government agency, political subdivision of any government or other entity and “Affiliate Person” and “Associated Person” shall be construed accordingly provided that where the context so permits, affiliates of Jumba shall include persons with whom Jumba have entered an agreement for provision of any software necessary for the provisions of the Jumba Platform and the Services; 

2. “Agreement” means these Terms and Conditions;

3. “Authorized Users” means the Customer and their agents authorized to access and use the Jumba Platform;

4. “Business Day” means any day (except a Saturday, Sunday or gazetted public holiday in Kenya) on which banks are generally open for the conduct of business in Kenya.

5. “Equipment” includes the Customer’s mobile phone handset and/or other equipment which enables the Customer to access the Jumba Platform and the Services;

6. “Force Majeure” means events, circumstances or causes beyond the reasonable control of either party and which makes performance of its obligations hereunder commercially impracticable, illegal, or impossible and includes acts of God, pandemics, epidemics, decrees or restraints of government, strikes or other labour circumstances, blockades, riots, civil commotion, war, sabotage, terrorism, power failures and interruptions and any other cause or causes, whether similar or dissimilar to those already specified;

7. “Jengwa” means the ‘buy now pay later’ product offered on the Jumba Platform, via which Customers can purchase goods on credit;

8. “OTP” means One Time Password.

9. “Personal Data” or “Personal Information” refers to any information whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual. The Personal Information collected by Jumba shall be set out in the Application Form attached as an Annexure to these Terms and Conditions.

10. “Privacy Policy” means the privacy policy that sets out the basis on which any personal data we collect from the Customer, or that the Customer provides to Jumba and its affiliates;

11. “Purchase Price” means the price indicated as due to be paid by the Customer for the goods selected on the Jumba platform.

12. “Services” means the technology and financial services or products that Jumba may offer the Customer pursuant to these Terms and Conditions and as the Customer may from time to time subscribe to on the Jumba Platform and “Service” shall be construed accordingly;

13. “Service Fee” means the service fee levied by Jumba under these Terms and Conditions and such other fee as may be levied by Jumba for use and access of the Jumba Platform and the Services and as published herein or as Jumba may publish on Jumba’s website or by such other means as Jumba shall in its sole discretion determine;

14. “Jumba Account” means the initial account opened and operated by the Customer in accordance with the Jumba terms and conditions for purposes of online purchase, order, (facilitated) payment, or reservation service as offered or enabled by Jumba in respect to various products from time to time made available by Jumba on the Platform;

15. “Jumba Platform” means the website(s), apps, tools, platforms, or other devices of Jumba on which the Service is made available. The Jumba Platform and the Services will for the purpose of these Terms and Conditions be accessed by the Customer through the procedure set out in Schedule 3. The Jumba Platform bears the features, technical specifications and capabilities set out in Schedule 2 hereof.

2. The word “Customer” shall include both the masculine and the feminine gender as well as the neuter and juristic persons; 

3. All the headings and sub-headings in these Terms and Conditions are for convenience only and are not to be taken into account for the purposes of interpretation of these Terms and Conditions.

4. Words importing the singular meaning where the context so admits include the plural meaning and vice versa;

5. The recitals, schedules and appendices shall be deemed to form part of these Terms and Conditions.

6. If the Customer is a partnership or otherwise comprises more than one person, the obligations of each person shall be joint and several and references to the Customer shall be construed as including a reference to each such person.  In the event of death, bankruptcy, winding up or dissolution of any one or more such persons, the obligations of the other such persons shall continue in full force and effect.

7. References to persons shall include any firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing and any other legal entity.

8. References to statutory provisions are references to the provisions of the statutes of the Republic of Kenya and shall include references to any amended, extended or re-enacted version with effect from the date on which it comes into force.

9. References to indebtedness shall include any obligation for the payment or repayment of any money (whether present or future, actual or contingent).

10. References to a time of the day are references to the time in the Republic of Kenya.
    
    
    

3. ACCEPTANCE OF TERMS

1. Before using the Jumba Platform and the Services, you must carefully read and understand these Terms and Conditions and as amended from time to time by Jumba.

2. You will be deemed to accept the Terms and Conditions by using or continuing to use the Jumba Platform and/or the Service.

3. By using the Platform, you agree to comply with and be bound by the Terms and Conditions governing the operation of the Platform and you affirm that the rights and remedies provided in these Terms and Conditions herein are without prejudice to any other rights and remedies that Jumba may have with respect to the Platform in law or otherwise.

4. These Terms and Conditions may be amended or varied by Jumba from time to time and the continued use of the Services constitutes your agreement to be bound by the terms of any such amendment or variation. Jumba will take all reasonable measures to notify you of any changes and may at its sole discretion require your acceptance of any revised Terms and Conditions prior to your continued use of the Jumba Platform and the Services.

5. You hereby certify that all the information provided by you in the Application Form attached as an Annexure to these Terms and Conditions and otherwise on the Jumba Platform is true and correct to the best of your knowledge, and that any misrepresentations or falsity therein will be considered as an act to defraud Jumba and its Affiliates.

6. By accepting these Terms and Conditions, you will be deemed to have accepted Jumba’s Privacy Policy, a copy of which may be availed to you on request. 

4. OPERATION AND SCOPE

1. The Customer understands that through the Jumba Platform, Jumba will provide a wide range of services including the purchase of construction materials, making of reservations, and payments. 

2. Prior to accessing the Jumba Platform, the Customer will be required to sign up by providing their personal information as set out in the Application Form attached as an Annexure to these Terms and Conditions. If the Customer fails to produce the necessary information as set out in this Clause, or fails to satisfy the minimum requirements, Jumba may refuse to sign up the Customer onto the Platform and accordingly advise the Customer as such (in which case these Terms and Conditions shall be null and void). For the avoidance of doubt, Jumba’s refusal to sign up the Customer shall neither confer on the Customer any right to contest the decision nor give rise to any legal claim against Jumba under these Terms and Conditions.

3. Upon the completion of the sign-up process, Jumba shall create an account for the Customer who shall then be able to access the Jumba Platform and all the Services therein. 

5. CUSTOMER’S DUTIES

Without prejudice to other obligations set out in these Terms and Conditions, the Customer shall be responsible for performance of the following primary obligations:

1. They will provide the Customer Information to Jumba, and update the same as necessary.

2. They will pay the Purchase Price and applicable Service Fee to Jumba as required by these Terms and Conditions.     

3. They will acknowledge receipt of goods by either signing the physical delivery note or note acceptance via use of an OTP provided by Jumba and shared via the Jumba platform, short message system (SMS)  or email.

6. USE RIGHTS & RESTRICTIONS

1. Subject to all these Terms and Conditions including payment of the Service Fee, where applicable, Jumba grants the Customer a non-exclusive, non-transferrable, non-sublicensable right and licence to access and use the Jumba Platform and the Services. The Customer expressly acknowledges that all intellectual property rights in the Jumba Platform anywhere in the world belong to Jumba or its affiliates that rights in the Jumba Platform are licensed (not sold) to the Customer, and that the Customer has no rights in, or to, the Jumba Platform other than the right to use each of them in accordance with the terms of these Terms and Conditions. 

2. Except as expressly set out in these Terms and Conditions or as permitted by any local law, the Customer agrees:

1. not to decompile, disassemble, assemble, reverse-engineer, seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public application programming interfaces (APIs) or create derivative works based on the whole or any part of the Jumba Platform or attempt to do any such thing; and

2. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Jumba Platform or any Service (the Technology).

3. The Customer shall not use the Jumba Platform or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Jumba Platform, any Service or any operating system.

4. The Customer shall not infringe Jumba’s intellectual property rights or those of any third party in relation to the Customer’s use of the Jumba Platform or any Service including the submission of any material (to the extent that such use is not licensed by these Terms and Conditions).

5. The Customer shall not transmit any material that is defamatory, offensive or otherwise objectionable in relation to the Customer’s use of the Jumba Platform or any Service.

6. The Customer shall not collect or harvest any information or data from any Service or the Jumba Platform or attempt to decipher any transmissions to or from the servers running any Service.

7. The Customer shall not access the Jumba Platform or the Service for the purpose of building a competitive product or service or copying its features or user interface, product evaluation, benchmarking, or other comparative analysis intended for publication without Jumba’s prior written consent.

8. The Customer shall not interfere with any other person’s use and enjoyment of the Jumba Platform or the Service.

7. CUSTOMER INFORMATION

1. Information provided by the Customer during sign up onto the Platform shall include personal information relating to the Customer (including name, phone number and email address), and a password for the access of the Jumba Account (the "Customer Information"). 

2. Jumba reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of these terms and conditions.

3. The Customer represents and covenants that the Customer Information shall at all times be true, accurate, and not misleading.

4. The information provided by the Customer for the access of the Platform shall remain the exclusive property of the Customer. 

8. SERVICES

Jumba shall provide a platform for the Customer to use the Services. 

9. REFUNDS AND CANCELLATION

1. The Customer shall pay the Purchase Price and the applicable Service Fee. If the Customer is not able to meet its obligations under these Terms and Conditions for any reason whatsoever, the Customer shall promptly inform Jumba via Customer Service (in accordance with the procedure of Jumba as from time to time made available by Jumba in the Customer Support Center). 

2. The Customer will have the option to inspect the goods upon delivery and ensure that the quantity and quality match the original order specifications as quoted. If there are any discrepancies, the Customer shall indicate on the delivery note the goods and quantities they are returning and share a copy of the said note with the driver. Once the returned goods have been received back at the warehouse by the shift lead and re-entered into inventory, a credit note shall be issued in favour of the customer within five (5) business days, and Jumba shall inform the Customer accordingly.

3. The Customer may cancel an order for delivery of goods prior to delivery of the same, provided that where a cancellation is made by the Customer after the goods have been delivered to the agreed location, any deposit made by the Customer to facilitate transport of the goods will be non-refundable.  Jumba reserves the right to vary the applicable terms of deposit from time to time.  

4. These provisions will be subject to the Jumba Cancellation Policy to be developed by Jumba, availed on the website and updated from time to time. 

10. COMPLAINTS

Jumba shall respond to any Customer complaints relating to the Services promptly and reasonably, and in any case, within two (2) business days of receipt of the complaint. If a Customer cancels all or part of an order as a result of dissatisfaction with the Services, Jumba shall refund any amounts paid by the Customer for the order, less applicable taxes, within five (5) business days of receipt of the Customer’s written request.

11. FEES 

1. In consideration for Jumba providing the Services, the Customer shall pay to Jumba:

1. The Purchase Price of the goods so ordered either before or after delivery as the Customer may choose; and

2. Where the Customer chooses to purchase the goods on credit, the Purchase Price and any applicable Service Fee. 

2. A servicing fee shall be charged for every order made on credit on the platform (“the Service Fee”). The Service Fee shall be charged at a compounded rate of 0.25% of the Outstanding Balance on a daily basis. For purposes of this clause, “Outstanding Balance” means the remaining unpaid balance of the Purchase Price on the relevant day plus the accumulated Service Fee from previous periods.

3. Where the Customer purchases the goods on credit, Jumba shall issue an invoice to the Customer during delivery of the goods for the Purchase Price. The total Service Fee payable shall be accessible on the Customer’s statement via the Jumba platform. The total Purchase Price and Service Fee shall be payable within fourteen (14) days of the date of issue of the invoice. Without prejudice to Jumba’s rights, remedies and powers under these Terms and Conditions or otherwise in law, the Service Fee plus a penalty levied at the rate of 0.2% of the Outstanding Balance shall continue to accumulate for every day that the Outstanding Balance remains unpaid beyond the fourteen (14) days. 

4. Jumba may by notice and from time to time vary the Service Fee.

5. Where the Customer has defaulted on payment (ie, period past which payment is due is greater than 14 days) Jumba reserves the right to institute legal proceedings against the Customer to the Customer’s detriment in the recovery of the amounts due.  

6. Jumba shall have general a lien on all goods held on the Customer’s behalf until payment of the fees set out under clause 11.1.

7. In the event of a dispute between Jumba and the Customer (e.g. on the amount of the Purchase Price or the Service Fee), any undisputed amount of the Purchase Price or the Service Fee will be paid in accordance with the terms of these Terms and Conditions, notwithstanding the status or nature of the dispute.

8. All payments to be made by the Customer to Jumba under these Terms and Conditions shall be made in full, without any set off or counter claim and save in so far as required by the law to the contrary, free and clear of and without any deduction or withholding whatsoever. 

12. BREACH

On and at any time after the occurrence of a breach which is continuing, Jumba may, without prejudice to any other right or remedy granted to it under any law and by notice to the Customer terminate these Terms and Conditions and close the Customer’s Jumba Account.

13. EXCLUSION OF LIABILITY

1. Jumba shall not be responsible for any loss suffered by the Customer should the Services be interfered with or be unavailable by reason of the failure or delay of the Customer to take delivery, or any other circumstances whatsoever not within Jumba’s control including, without limitation, Force Majeure or error, interruption, delay or non- availability of the Jumba Platform, terrorist or any enemy action, equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.

2. The Customer acknowledges that the Jumba Platform has not been developed to meet the Customer’s individual requirements, and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Jumba Platform as described meet the Customer’s requirements. 

3. Without prejudice to the foregoing, Jumba will not be liable for any losses or damage suffered by the Customer as a result of or in connection with:

1. any defect or fault in the Jumba Platform or any Service resulting from the Customer having altered or modified the Jumba Platform;

2. any defect or fault in the Jumba Platform resulting from the Customer having used the Jumba Platform in breach of the terms of these Terms and Conditions;

3. failure, malfunction, interruption or unavailability of the Jumba Platform; 

4. any fraudulent or illegal use of the Services, the Jumba Platform; or

5. the Customer’s failure to comply with these Terms and Conditions and any document or information provided by Jumba concerning the use of the Jumba Platform and the Services.

4. If for any reason other than a reason mentioned in clause 13.3, the Jumba Platform or the Services are interfered with or unavailable, Jumba’s sole liability under these Terms and Conditions in respect thereof shall be to re-establish the Services as soon as reasonably practicable. Save as provided in this Clause, Jumba shall not be liable to the Customer for any interference with or unavailability of the Services, howsoever caused.

5. Under no circumstances shall Jumba be liable to the Customer for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, howsoever caused, arising out of or in connection with the Services even where the possibility of such loss or damage is notified to Jumba.

6. The Customer acknowledges that where the Services are designed for use with certain third-party programs, including, without limitation, certain Internet browser, hardware and software programs developed and owned by third parties, the Customer will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. Jumba does not warrant and shall not be responsible for services or software provided by unaffiliated third-party vendors. The Customer authorizes Jumba to disclose to any third-party vendor information concerning the Customer to the extent required to deliver the requested service.

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

14. INDEMNITY

In consideration of Jumba providing the Services, the Customer undertakes to indemnify Jumba and hold it harmless against any loss, charge, damage, expense, fee or claim which Jumba suffers or incurs or sustains thereby and the Customer absolves Jumba from all liability for loss or damage which the Customer may sustain from Jumba acting in accordance with these Terms and Conditions.

15. INTELLECTUAL PROPERTY

The Customer expressly acknowledges that all intellectual property rights in the Jumba Platform anywhere in the world belong to Jumba or its affiliates, and that the Customer has no rights in, or to, the Jumba Platform other than the right to use each of them in accordance with the terms of these Terms and Conditions.

16. TERMINATION

1. These Terms and Conditions will continue in full force and effect until unless otherwise terminated in accordance with the provisions of these Terms and Conditions.

2. Notwithstanding any other provision of these Terms and Conditions, Jumba may at any time, upon notice to the Customer, terminate or vary its business relationship with the Customer.

3. Without prejudice to Jumba’s rights under clause 16.2, Jumba may at its sole discretion suspend or terminate its relationship with the Customer:

1. if the Customer uses the Services for unauthorised purposes or where Jumba detects any abuse/misuse, breach of content, fraud or attempted fraud relating to the Customer’s use of the Services;

2. if Jumba is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority;

3. if Jumba reasonably suspects or believes that the Customer is in breach of these Terms and Conditions which the Customer fails to remedy (if remediable) within 7 days after the service of notice requiring the Customer to do so;

4. where such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety; to facilitate update or upgrade the contents or functionality of the Jumba Platform or the Services from time to time; or

5. if Jumba decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion.

4. Upon suspension, or termination of these Terms and Conditions pursuant to Clause 16.3, Jumba may declare all amounts accrued or outstanding under these Terms and Conditions be immediately due and payable, at which time they shall become immediately due and payable.

5. Termination shall however not affect any accrued rights and liabilities of either party.

17. NOTICES

1. All notices which may or are required to be given herein shall be in writing and may be given:

1. By hand delivery by serving the same upon the party (or any officer of the party if it is a corporation) to be served; or

2. By mail by posting the same by prepaid registered mail address to Jumba at the address specified in these Terms and Conditions; 

3. By Jumba to the Customer by short message system (SMS) to the mobile telephone number or email address availed by the Customer;

4. By facsimile or electronic email to the last known address of a party;

5. Through the Jumba platform and any such electronic means as Jumba may notify the Customer from time to time.

2. Any notice shall be deemed to have been received and effectively served:

   1. If served personally, at the time of delivery;

   2. If mailed, on the Seventh Business Day following posting;

   3. If sent by electronic mail or fax, when received in legible form on the first known business day following transmission.

   4. By email to the last known email address of the Customer w pursuant to Clause 17.3. or

   5. If sent via SMS. 

3. The Customer shall notify Jumba in writing of any change of address. Until such notice is received the Customer’s address shall be that stated in Jumba registration documents as held by Jumba. The Customer shall inform Jumba in writing and without undue delay of any change in the Customer´s information that may affect the Terms and Conditions or the Service. 

18. FORCE MAJEURE

Jumba will not be liable for any failure to perform its obligations herein caused by reasons beyond its control or resulting directly from any Force Majeure Event.

19. GOVERNING LAW & DISPUTE RESOLUTION

1. These Terms and Conditions shall be governed by and construed in accordance with the laws of Kenya and the parties submit to the exclusive jurisdiction of the Kenyan courts.

2. Nothing in this clause shall limit the right of Jumba to take proceedings against the Customer or any relevant party in any other court of competent jurisdiction nor shall the taking of proceedings at one or more jurisdictions preclude the taking of proceedings in another jurisdiction whether concurrently or not. 

20. MISCELLANEOUS

1. Variation: Jumba may, at its discretion, vary, modify or update any of the terms and conditions from time to time, in order to improve on the terms and conditions, to address any changes in law, and to incorporate any changes in the Service. 

1. Jumba will post the updated terms and conditions on our website. Although we will endeavour to notify you of any changes and updates in the terms and conditions, it is your responsibility to review the terms and conditions from time to time, and we will not be liable to you in any way should you fail to review the terms and conditions.

2. If you find that the changes in the terms and conditions are unacceptable to you, you will be expected to notify Jumba immediately noting that any accrued rights as at the date of the said notification shall remain enforceable.

3. Your continued activity/participation following our posting of a change notice or new terms and conditions on our website will constitute binding acceptance of that change.

2. Severability: If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

3. Waivers: No failure or delay by Jumba in exercising any right, power or privilege under these Terms and Conditions shall impair the same or operate as a waiver for the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.  The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights and remedies provided by law.

4. Assignment - The Customer shall not assign or transfer any of its rights and/or obligations under these Terms and Conditions. 

5. Incorporation by Reference – The Privacy Policy and any appendices, policies, rules and any document expressly referred to in these Terms and Conditions (whether at the date of your acceptance or any such other date in future) and any guidelines or rules posted on our website form an integral part of these Terms and Conditions and shall have effect as if set out in full in the body of these Terms and Conditions. In the event of any inconsistency between the main body of these Terms and Conditions and the appendices, policies, rules and any document expressly referred to in them and any guidelines or rules posted on our website, the main body shall prevail, unless stated otherwise. 

6. Additional Terms - There may be additional terms and conditions, disclaimers and disclosures that apply to the use of (or access to) new or particular products offered on the platform or service ("additional terms"). The additional terms form part of these terms. By way of illustration only, if the Customer chooses to download and use the Jumba mobile device application, the Customer’s use of the application shall be subject to the additional usage terms governing such application located within the application service provider’s user interface.