1. Who We Are
Nusoko (“Nusoko,” “we,” “us,” “our”) operates the website and mobile application at [insert domain/app URL] (the “Platform”), a multivendor online marketplace connecting Kenyan customers with independent vendors. Nusoko is a company registered in Kenya as [insert full registered name and CR/PVT registration number], with its registered office at [insert address].
2. Nusoko’s Role: Marketplace Operator, Not Seller
2.1 Nusoko provides the technology, infrastructure and marketplace tools that allow independent third-party sellers (“Vendors”) to list, market and sell products, and allow customers (“Customers,” “you”) to browse, order, pay for and receive those products.
2.2 Nusoko is not the seller of products listed on the Platform and is not a party to the contract of sale formed between a Customer and a Vendor, or between a Customer and a Reseller acting on a Supplying Vendor’s behalf under Section 5. That contract of sale exists solely between the Customer and the Vendor (or Supplying Vendor).
2.3 Marketing references to “Nusoko selling,” “our products,” or similar language used for convenience on the Platform do not make Nusoko the seller unless a listing is expressly and specifically marked as sold directly by Nusoko.
2.4 Nusoko’s own responsibilities are to: operate and secure the Platform; provide order, payment and communication infrastructure; set, publish and enforce marketplace policies; verify Vendors and Resellers to the standard described in Section 4; facilitate returns, refunds and dispute resolution under Sections 8–9; and process personal data as described in our Privacy Policy.
3. Vendor’s Role: Seller of Record
3.1 Each Vendor is an independent business or individual — not an employee, agent, or partner of Nusoko — and is solely responsible for:
- the accuracy of its product descriptions, images, pricing, and stated stock levels;
- the quality, safety, legality, and fitness for purpose of its products;
- holding any licences, permits, or regulatory approvals required to sell its products in Kenya (including any sector-specific approvals from bodies such as KEBS, the Pharmacy and Poisons Board, or county trading licences, where applicable);
- fulfilling and dispatching confirmed orders within the timeframe stated at checkout;
- honouring the Nusoko Returns & Refunds Policy and applicable Kenyan consumer protection law;
- its own tax obligations, including VAT and income tax, arising from sales made through the Platform.
3.2 Vendors must comply with the Nusoko Vendor Agreement, which governs onboarding, listing standards, fees, settlement, and — where applicable — reseller arrangements, and is incorporated into these Terms by reference.
4. Vendor & Reseller Verification
4.1 Nusoko conducts a verification process for Vendor and Reseller accounts before approval, which may include identity documents, business registration details, contact information, and payout details.
4.2 Verification reduces but does not eliminate risk. It is not a guarantee by Nusoko of a Vendor’s or Reseller’s ongoing conduct, solvency, or product quality, and Customers should treat it as such.
5. “Sell With No Stock” — Reseller Listings
5.1 An approved Vendor account may also be approved to act as a “Reseller,” listing and selling products supplied by another Vendor (“Supplying Vendor”) under its own storefront, where the Supplying Vendor has expressly granted permission through the Platform’s reseller-permission tools. Full commercial terms governing this arrangement are set out in the Vendor Agreement.
5.2 As between the Customer and the transaction, the Supplying Vendor remains the seller of record and is responsible for product quality, the accuracy of the underlying listing, and fulfilment, unless the Platform indicates otherwise for a specific listing.
5.3 Where a listing is sold via a Reseller, the Platform will clearly identify this to the Customer.
6. Customer Obligations
You agree to: provide accurate account, delivery and payment information; use the Platform only for lawful purposes; refrain from misusing the return, refund or dispute processes; and comply with any Vendor-specific terms disclosed at checkout (for example, non-returnable categories, where legally permitted).
7. Payments
7.1 Payments are processed through the methods displayed at checkout, which may include mobile money (such as M-Pesa), payment cards, and other approved digital channels, via Nusoko’s licensed payment service providers.
7.2 Nusoko may collect payment on a Vendor’s or Reseller’s behalf and remit it in accordance with the Vendor Agreement and Payment Terms, net of applicable commissions, fees, refunds, and chargebacks.
7.3 Full payment-flow, settlement timing, and fee details are set out in the Nusoko Payment Terms, incorporated by reference.
8. Returns, Refunds & Disputes
8.1 Returns and refunds are governed by the Nusoko Returns & Refunds Policy, incorporated by reference, which sets minimum standards that all Vendors must honour and may not undercut.
8.2 Where a Customer and a Vendor (or Reseller and Supplying Vendor) cannot resolve a matter directly, Nusoko provides the dispute resolution process set out in the Nusoko Dispute Resolution Process, incorporated by reference, and may make a binding platform-level determination (for example, ordering a refund or suspending a Vendor) in accordance with that process.
9. Prohibited Products & Conduct
9.1 Vendors and Resellers must not list, sell, or facilitate the sale of any item in the Prohibited & Restricted Items Schedule at Appendix A to these Terms, or any item that is otherwise illegal, counterfeit, stolen, unsafe, or in breach of Kenyan law.
9.2 Nusoko may remove non-compliant listings, suspend or terminate accounts, withhold settlement pending investigation, and report unlawful conduct to the Kenya Revenue Authority, the National Police Service, the Anti-Counterfeit Authority, or other competent authorities, as appropriate.
10. Intellectual Property
10.1 Vendors and Resellers warrant that they hold all rights necessary to any content they upload (images, text, trademarks, product data) and grant Nusoko a non-exclusive, royalty-free licence to display, reproduce, and use that content on the Platform and in Nusoko marketing, solely for operating and promoting the marketplace.
10.2 Any person who believes their intellectual property rights have been infringed by a listing may notify Nusoko at [legal@nusoko.co.ke] with: identification of the right claimed, identification of the infringing listing (URL or listing ID), and a statement of good faith belief that use is unauthorised. Nusoko will review and, where warranted, remove or disable the listing and notify the affected Vendor or Reseller.
11. Liability
11.1 To the maximum extent permitted under Kenyan law, Nusoko’s liability to a Customer, Vendor, or Reseller is limited to direct losses caused by Nusoko’s own acts or omissions in operating the Platform (for example, a Platform payment-processing error attributable to Nusoko), and excludes losses arising from a Vendor’s or Reseller’s products, listings, conduct, or fulfilment failures, which remain that Vendor’s or Reseller’s sole responsibility.
11.2 Subject to Section 11.1, Nusoko’s aggregate liability arising out of or in connection with a Customer’s use of the Platform in respect of any single order shall not exceed the value of that order, except in the case of Nusoko’s fraud, wilful misconduct, or gross negligence, or as otherwise required by mandatory Kenyan law.
11.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under the Consumer Protection Act, 2012, the Data Protection Act, 2019, or other mandatory Kenyan law.
11.4 Nusoko is not liable for delay or failure to perform any obligation caused by events beyond its reasonable control, including power or internet outages, mobile network or payment-provider failures, government action, civil unrest, or natural disaster (“Force Majeure Event”), provided Nusoko takes reasonable steps to mitigate the impact and resume performance promptly.
12. Account Suspension & Termination
12.1 Nusoko may suspend or terminate a Customer, Vendor, or Reseller account, with or without notice where warranted by risk of harm or fraud, for: breach of these Terms or the Vendor Agreement; repeated valid complaints; fraud or suspected fraud; or unlawful conduct.
12.2 Where an account is suspended or terminated for cause, Nusoko may withhold related settlement pending investigation, subject to applicable law and the Payment Terms.
13. Changes to These Terms
Nusoko may update these Terms from time to time. Material changes will be notified by email and/or in-app notice at least [insert notice period, e.g., 14 days] before taking effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.
14. Governing Law & Dispute Resolution
14.1 These Terms, and any dispute arising out of or in connection with them or the Platform, are governed by the laws of Kenya.
14.2 The parties will first attempt to resolve any dispute through the Nusoko Dispute Resolution Process. If unresolved, the dispute shall be subject to the exclusive jurisdiction of the courts of Kenya, save that Nusoko reserves the right to seek urgent injunctive relief in any court of competent jurisdiction. [Counsel to confirm whether an arbitration clause under the Arbitration Act, 1995, seated in Nairobi, is preferred instead of court jurisdiction for commercial disputes with Vendors/Resellers.]
15. General
15.1 Notices. Legal notices to Nusoko must be sent to [legal@nusoko.co.ke] or the registered office address above. Notices to Customers, Vendors, and Resellers may be given via the Platform, email, or SMS to the contact details on file.
15.2 Assignment. Nusoko may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets. Customers, Vendors, and Resellers may not assign their rights without Nusoko’s prior written consent.
15.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
15.4 Waiver. No failure or delay by Nusoko in exercising a right under these Terms operates as a waiver of that right.
15.5 Entire Agreement. These Terms, together with the documents incorporated by reference (Vendor Agreement, Returns & Refunds Policy, Payment Terms, Dispute Resolution Process, and Privacy Policy), constitute the entire agreement between the parties regarding use of the Platform.
15.6 Electronic Contracting. By creating an account, registering as a Vendor or Reseller, or placing an order, you agree to be bound electronically, consistent with the Kenya Information and Communications Act and applicable electronic transactions law.
16. Contact
General support: [support@nusoko.co.ke] Legal notices / intellectual property: [legal@nusoko.co.ke] Privacy and data protection queries: [privacy@nusoko.co.ke] Registered office: [insert address]
Appendix A: Prohibited & Restricted Items Schedule
The following may not be listed or sold on the Platform (illustrative; not exhaustive — final categories to be confirmed with counsel and updated periodically):
- Firearms, ammunition, explosives, and weapons prohibited under Kenyan law
- Illegal drugs and unlicensed pharmaceuticals or controlled substances
- Counterfeit, pirated, or unlicensed branded goods
- Stolen goods or goods with unclear provenance
- Live animals and endangered/protected wildlife products (subject to KWS/CITES restrictions)
- Human remains, organs, or bodily fluids
- Currency, negotiable instruments, or items facilitating financial fraud
- Products requiring a licence the Vendor does not hold (e.g., certain medical devices, alcohol, tobacco, or agrochemicals)
- Content that is obscene, defamatory, or promotes violence, hatred, or illegal activity
- Any other item prohibited under the Consumer Protection Act, 2012, the Anti-Counterfeit Act, 2008, or other applicable Kenyan legislation
Nusoko may update this Schedule at any time by publishing a revised version on the Platform; updates take effect for new listings immediately and for existing listings within 15 Days.
This document incorporates by reference, and should be read together with, the Nusoko Vendor Agreement, Returns & Refunds Policy, Payment Terms, Dispute Resolution Process, and Privacy Policy.