Business Terms and Conditions

Carata Limited (Kenya)

Effective Date: 12 August 2026

Last Updated: 7 August 2026

INTRODUCTION

These Business Terms & Conditions have been prepared to reflect Carata Limited’s actual business model and operations as a technology marketplace and delivery platform connecting Customers with Businesses, including shops, restaurants, grocers, pharmacies, and other merchants, as well as Delivery Partners/Riders, for the fulfilment of food, grocery, retail, prescribed-medicine, and errand or task requests.

The Business Platform is made available to participating Businesses through business.carata.co and the Carata Seller mobile application, together with any other applications, systems, or services that Carata may make available to Businesses from time to time.

These Terms are intended to align with the applicable laws and regulatory requirements of Kenya and to establish the contractual framework governing a Business’s access to and use of Carata’s Platform, including the listing and sale of products and services, order fulfilment, delivery, payments and settlements, commissions, Business responsibilities, prohibited products, and other matters relating to participation on the Platform.

These Terms are not intended to constitute legal advice and should be interpreted in accordance with applicable Kenyan law. Businesses are encouraged to obtain independent legal advice where appropriate. Carata may update these Terms from time to time in accordance with the applicable provisions of these Terms and Kenyan law.

Before accepting or relying on these Terms, Businesses should ensure that they understand their obligations, including those relating to product and service compliance, prescribed medicines, consumer protection, taxation, data protection, licensing, and any other regulatory requirements applicable to their business and the products or services they offer through the Platform.

1. PARTIES AND ACCEPTANCE

These Business Terms & Conditions (the “Terms”) form an agreement between Carata Limited, a company incorporated under the Companies Act, 2015 (Cap. 486, Laws of Kenya), with company registration number PVT-LRUM637Z, registered office at Kodi Estate House B Two, Kodi II, Nairobi West, Nairobi, P.O. Box 00000 – 00509, Langata, Kenya, and KRA PIN P052332127Q (“Carata”, “we”, “us” or “our”), and the business, merchant, vendor, restaurant, retailer, pharmacy, service provider or other entity or individual registered to use Carata’s merchant services on the Carata platform (“Business”, “you” or “your”).

By registering a Business account, accepting these Terms electronically, listing Products, accepting an Order, using Carata’s merchant tools, purchasing AI Credits, or otherwise using the Platform, you confirm that you have authority to bind the Business and agree to these Terms. If you do not agree, you must not use the merchant services.

2. DEFINITIONS

“Customer”: a person who purchases or attempts to purchase Products, or requests an Errand, through the Platform.
“Platform”: Carata’s websites (including carata.co and app.carata.co), applications, merchant interfaces, APIs and related technology used to connect Businesses, Customers and Delivery Partners.
“Product”: any product, food, beverage, grocery item, retail item, medicine or other offering listed by the Business for sale through the Platform.
“Order”: a Customer request for one or more Products, or an Errand, submitted through the Platform.
“Errand”: a task-based Customer request for the collection, purchase, drop-off and/or delivery of items, or performance of a specified task, which may or may not involve a Product listed by a Business.
“Commission”: the agreed percentage or amount payable to Carata in respect of an Order or Product.
“Customer Share”: the portion of the applicable Commission that is reflected in the Customer-facing price.
“Business Share”: the portion of the applicable Commission borne by the Business.
“Discounted Price”: the amount payable by Carata to the Business for a Product under the agreed commercial arrangement, being the base price less the applicable Business Share of the Commission.
“AI Credits”: prepaid or otherwise allocated platform credits used for specified AI-enabled merchant features.
“Delivery Partner” or “Rider”: a delivery person or third-party delivery provider operating through or in connection with Carata to collect and deliver Products or fulfil Errands.
“Business Data”: information supplied by or generated from the Business, including business details, listings, inventory, prices and operational information.
“Personal Data” and “Sensitive Personal Data”: have the meanings given in the Data Protection Act, 2019 (No. 24 of 2019), and include, in the context of a pharmacy or health-related Business, information relating to a Customer’s prescriptions, medical conditions or treatment.

3. PLATFORM AND ROLE

Carata operates a technology platform intended to connect Businesses with Customers and facilitate product discovery, ordering, payment and/or delivery workflows, including for food, groceries, retail goods, prescribed medicines and Errands.
Unless expressly agreed otherwise in writing, Carata is a platform operator and facilitator and is not the manufacturer, producer, owner, supplier, pharmacist or preparer of Products sold by a Business.
The Business remains responsible for the legality, quality, safety, accuracy, availability, packaging, preparation, labelling and fulfilment of its Products, and for holding all licences required to supply them (see Section 4 and Section 6).
Carata may provide technology, marketing, payment, customer support, delivery coordination, analytics and other ancillary services, but the scope of those services may change over time.

4. BUSINESS ELIGIBILITY AND ACCOUNT

The Business must provide accurate, current and complete registration and business information, including its business registration details and KRA PIN.
The Business must have all licences, permits, registrations, approvals and insurance required for its activities and Products, including, where applicable, health, food-handling, weights-and-measures, or pharmacy/medicine-related licences issued by the competent Kenyan regulator.
The Business is responsible for safeguarding its account credentials and for activity conducted through its account.
The Business must promptly notify Carata of suspected unauthorised access, fraudulent activity or material inaccuracies in its account.
Carata may refuse, suspend or terminate an account where information is false, requirements are not met, the Business presents a risk, or these Terms are breached.

5. COMMISSION, PRICING AND COMMERCIAL ARRANGEMENT

The Business and Carata will agree the applicable Commission structure during onboarding or subsequently in writing, electronically, through the merchant dashboard, or through another documented commercial mechanism approved by Carata.

5.1 Maximum Commission

Unless a different lawful commercial arrangement is expressly agreed, the total Commission applicable to a Product or Order will not exceed [15%] of the applicable base price. The Business or Customer may individually bear the commission fee or split it, subject to the agreed commercial terms with the business.

5.2 Commission Allocation

The parties may agree that the Commission is: (a) wholly borne by the Business; (b) partly borne by the Business and partly reflected in the Customer-facing price; or (c) allocated in another manner expressly agreed by the parties, provided that the applicable legal and commercial limits are observed.

5.3 Customer Price and Business Price

Where the Business elects for the Business and Customer prices to be the same, the Business acknowledges that it is responsible for bearing the applicable Commission in accordance with the agreed arrangement. Where the Business elects for some or all of the Commission to be reflected in the Customer-facing price, the Customer price may be higher than the Business’s underlying or base price. Any Customer-facing price must not be false or misleading, consistent with the Consumer Protection Act, 2012 (No. 46 of 2012).

5.4 Discounted Price and Binding Commercial Acceptance

Where the agreed commercial model requires Carata to remit a Discounted Price to the Business, the Business expressly authorises Carata to calculate and pay that Discounted Price for accepted Orders. The Business’s acceptance of these Terms and/or the applicable commercial schedule constitutes acknowledgement of the agreed pricing mechanism.

The Business must review its product prices, Commission settings and commercial configuration before activating or continuing to sell Products. If the Business fails to configure prices correctly, it accepts responsibility for resulting pricing discrepancies to the extent caused by its own configuration, failure to review, or failure to notify Carata promptly.

Carata may retain records of the Business’s acceptance, configuration, amendments, electronic communications and order history as evidence of the applicable commercial arrangement, in accordance with Section 21 (Records, Audit and Evidence).

5.5 Changes to Commission

Carata may propose changes to Commission or commercial terms. Where a change materially affects the Business, Carata will give at least [14] days’ notice through the agreed communication channel or merchant interface, save where a shorter period is required to address fraud, legal or regulatory requirements. Continued use after the effective date of a change constitutes acceptance where permitted by applicable law.

6. PRODUCT LISTINGS, INVENTORY AND PRICING

The Business is solely responsible for ensuring that every Product listing is accurate, lawful and not misleading, consistent with the Consumer Protection Act, 2012.
Prices, descriptions, images, variants, quantities, availability, ingredients, allergens, preparation times and other listing information must be kept current.
The Business must immediately correct or remove Products that are unavailable, incorrectly priced, unsafe, prohibited or inaccurately described.
Prescription-only medicines, pharmaceuticals or other scheduled substances may only be listed and supplied by a Business that holds a valid, current licence or practising authority from the Pharmacy and Poisons Board (or its successor regulator) under the Pharmacy and Poisons Act (Cap. 244) and the Health Act, 2017. Such a Business remains solely responsible for verifying the validity of a prescription and the Customer’s entitlement to receive the medicine, and for complying with all dispensing, record-keeping and storage requirements, before releasing the Product for collection.
Carata may modify the display, formatting, categorisation, spelling, images, descriptions or presentation of listings for technical, accessibility, search, moderation or merchandising purposes.
Carata may reject, suspend or remove a listing that violates law, these Terms, platform rules, safety requirements, intellectual property rights or reasonable platform standards.

7. AI-ASSISTED PRODUCT UPLOADS AND AI CREDITS

Carata may offer AI-assisted tools to help Businesses create, classify, describe, categorise, translate, price or otherwise prepare Product listings. Such tools may require AI Credits.

AI Credits may be purchased, allocated or consumed according to the pricing and rules displayed by Carata.
AI-generated information is an assistance feature and is not guaranteed to be accurate, complete, current or suitable for publication without review.
The Business must review and, where necessary, edit every AI-generated Product description, category, ingredient, price, image, attribute or other material before relying on it, and remains solely responsible for the accuracy of any medicine, allergen or safety-related information regardless of its AI-assisted origin.
The Business remains responsible for the final published listing, including any consequences arising from failure to review or correct AI-generated content.
Carata does not guarantee uninterrupted availability, error-free output or a particular result from AI features.
AI Credits may be non-transferable and may expire, be subject to usage limits, or be governed by additional purchase terms displayed at the time of purchase. Refundability of unused AI Credits will be as stated at the time of purchase.

8. ORDERS AND FULFILMENT

The Business must accept, reject or fulfil Orders in accordance with the functionality and timeframes communicated through the Platform.
Once an Order has been accepted, the Business must prepare and supply the correct Products in the agreed quantity, condition and specification.
The Business must not intentionally substitute, remove or materially alter Products without an appropriate Customer-approved process where required.
Repeated cancellations, rejection of valid Orders, excessive preparation delays, stock inaccuracies or fulfilment failures may result in suspension, ranking changes, withholding of certain platform benefits, or termination.

9. PRODUCT QUALITY, FOOD SAFETY AND WRONG ITEMS

The Business is responsible for the quality, safety and conformity of Products supplied to Customers, including compliance with the Public Health Act (Cap. 242) and the Food, Drugs and Chemical Substances Act (Cap. 254).

Where a Customer reports a wrong, missing, damaged, unsafe, contaminated, spoiled, improperly prepared or materially defective Product, Carata may investigate the complaint.
Carata may use order records, photographs, Customer reports, Delivery Partner observations, merchant records, timestamps, communications and other reasonable evidence to determine responsibility.
If Carata reasonably verifies that the Business supplied the wrong, defective or unsafe Product, the Business will be responsible for the applicable remedy, including a refund, replacement, credit or other remedy required by Carata or applicable law.
Where a refund is required to be paid by the Business outside Carata’s payment flow, the Business must make the refund promptly using the method communicated by Carata.
The Business remains responsible for compliance with applicable food safety, hygiene, consumer protection, labelling, allergen and public health requirements, and, for pharmacy Businesses, applicable dispensing and pharmacovigilance requirements.
Nothing in these Terms limits rights or remedies that cannot lawfully be excluded under Kenyan law, including under the Consumer Protection Act, 2012.

10. DELIVERY PARTNERS AND COLLECTION

Carata may arrange for Delivery Partners to collect Products from the Business and deliver them to Customers, or to fulfil Errands.
A Delivery Partner may inspect a package or Product at collection to the extent reasonably necessary to assess obvious quality, packaging, leakage, damage, safety or conformity concerns.
A Delivery Partner may refuse collection where the Product or packaging reasonably appears unsafe, substantially damaged, incorrectly prepared, improperly packaged, incomplete or inconsistent with the Order.
A refusal by a Delivery Partner does not automatically establish liability, but the Business may be required to correct the issue before collection.
During the performance of services connected to Carata, Delivery Partners may present themselves as acting on behalf of or in connection with Carata. This does not make the Business an employee or agent of Carata, nor does it transfer the Business’s responsibility for Products to Carata. Delivery Partners are independent contractors or third-party providers and not employees of Carata or the Business for the purposes of the Employment Act, 2007.
The Business must cooperate reasonably with Delivery Partners and must not harass, threaten, discriminate against or interfere with them.

11. CUSTOMER INFORMATION AND PRIVACY

Carata controls the Customer-facing ordering and account experience and, as a data controller, processes Customer Personal Data in accordance with its privacy policy and the Data Protection Act, 2019 and the Data Protection (General) Regulations, 2021.

Businesses will generally receive only the Customer and Order information reasonably necessary to fulfil and manage an Order.
Where an Order involves prescribed medicines or other health-related Products, any prescription or health information shared with the Business constitutes Sensitive Personal Data and must be handled with heightened confidentiality, accessed only by authorised personnel, and retained no longer than necessary for dispensing, record-keeping and regulatory purposes.
The Business must not attempt to obtain, scrape, infer, export, copy, sell, retain or use Customer personal data beyond what is permitted for fulfilment and lawful business purposes.
The Business must not use Carata Customer information to market directly to Customers outside Carata unless Carata and applicable law expressly permit that use.
The Business must maintain appropriate technical and organisational safeguards for any personal data it legitimately receives, proportionate to its role as a data controller or processor under the Data Protection Act, 2019.
The Business must promptly notify Carata of any suspected loss, unauthorised disclosure, compromise or misuse of Customer information, without prejudice to the Business’s own notification obligations to the Office of the Data Protection Commissioner (ODPC) and affected data subjects under the Data Protection Act, 2019.
The Business must comply with applicable Kenyan data protection requirements, including registration with the ODPC where required, and must not do anything that causes Carata to breach its obligations.

12. BUSINESS DATA AND DATA PROTECTION

Carata may collect and process Business Data for account administration, platform operation, order fulfilment, customer support, analytics, security, fraud prevention, service improvement, reporting, compliance and related legitimate purposes.
Carata may use aggregated, anonymised or de-identified information derived from platform activity for analytics, benchmarking, product development and business operations, provided it is handled in accordance with applicable law.
Carata will implement reasonable administrative, technical and organisational safeguards appropriate to the nature of the data it processes, consistent with the Data Protection Act, 2019.
The Business acknowledges that no internet-connected system can be guaranteed completely secure. Except where liability cannot legally be excluded, Carata will not be responsible for losses caused solely by circumstances beyond its reasonable control or by the Business’s own security failures, credentials, devices, personnel, systems or unlawful acts.
Where applicable law requires notification, cooperation or other action following a personal-data incident, the parties will cooperate reasonably, including in relation to any notification to the ODPC required under the Data Protection Act, 2019.
Where the Business acts as an independent data controller in respect of Customer or Business Data it processes outside Carata’s systems, the parties will, on request, enter into a separate data-sharing or data-processing agreement clarifying each party’s role and obligations.

13. CUSTOMER RELATIONSHIP AND OFF-PLATFORM CONDUCT

The Business must treat Customers fairly and professionally.
The Business must not use Carata’s platform to facilitate harassment, discrimination, fraud, deception, illegal sales or other prohibited conduct.
The Business must not deliberately move Carata-originated transactions off-platform to avoid Commission or other charges.
The Business must not request Customer credentials, payment secrets or unnecessary personal information.
Any direct communication with a Customer must be limited to what is reasonably necessary for fulfilment and permitted by Carata and applicable law.

14. CYBERSECURITY AND PROHIBITED TECHNICAL CONDUCT

The Business must not interfere with the security, integrity, availability or proper operation of the Platform. Some of the conduct described below may also constitute an offence under the Computer Misuse and Cybercrimes Act, 2018 (No. 5 of 2018).

No unauthorised access, penetration testing, vulnerability exploitation, credential attacks, scraping, reverse engineering or security testing is permitted unless Carata has expressly authorised it in writing.
The Business must not introduce malware, malicious code or harmful files or attempt to bypass authentication, rate limits, access controls or other security mechanisms.
The Business must not attempt to access another Business’s account, Customer data, internal systems or Carata infrastructure.
The Business must not use automated methods to overload or disrupt the Platform.
Suspected security vulnerabilities must be reported to Carata rather than exploited.
A breach of this section may result in immediate suspension or termination and may be reported to competent authorities, including the National Computer and Cybercrimes Coordination Committee, where appropriate.

15. MARKETING, DISCOVERY AND BUSINESS VISIBILITY

Carata may conduct general marketing through its own websites, applications, social media channels, advertising channels, campaigns, partnerships and other media.
Carata does not guarantee any minimum number of Orders, sales, revenue, impressions, ranking position or Customer visits.
Business performance may depend on Product quality, pricing, availability, reviews, fulfilment, Customer demand, location, competition, seasonality and other factors.
Carata may choose, at its discretion, to feature, promote, recommend, rank, advertise or highlight particular Businesses or Products.
The Business acknowledges that failure to receive Orders is not, by itself, evidence that Carata breached an obligation to market the Business.

16. PAYMENTS AND SETTLEMENT

Settlement amounts will be calculated using the applicable Order value, Commission, refunds, adjustments, penalties or other agreed amounts.
Carata may deduct amounts lawfully or contractually payable by the Business before settlement.
The Business is responsible for providing correct payment and settlement information, including for M-Pesa or other mobile-money and bank-transfer channels used by Carata.
Carata may delay or withhold settlement where reasonably necessary to investigate fraud, chargebacks, disputed Orders, refunds, suspected unlawful activity, reconciliation errors or other material risks, subject to applicable law.
The Business is responsible for its own taxes, licences, levies and statutory obligations arising from its sales and operations (including VAT registration where its taxable turnover exceeds the threshold prescribed under the VAT Act, 2013), except where Carata is legally required to withhold or remit amounts.
Carata may be required, as owner or operator of a digital marketplace, to deduct withholding tax from payments it makes or facilitates to the Business under section 35 of the Income Tax Act (Cap. 470) as amended by the Tax Laws (Amendment) Act, 2024, and related regulations. Carata will apply the withholding tax treatment in force at the time of settlement and issue the Business with the corresponding withholding tax certificate.

17. REFUNDS, CANCELLATIONS AND ADJUSTMENTS

Carata may process or facilitate Customer refunds where appropriate under the Platform’s procedures or applicable law.
Where the underlying cause is attributable to the Business, the associated amount may be charged to or deducted from the Business.
Carata may make reasonable accounting adjustments where an Order was incorrectly settled, duplicated, cancelled, refunded or otherwise affected by a reconciliation error.
The Business must cooperate with investigations into disputed Orders and provide requested evidence within a reasonable period.

18. INTELLECTUAL PROPERTY

The Business retains ownership of its trademarks, logos, photographs, descriptions and other materials it lawfully owns. The Business grants Carata a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, adapt, format, distribute and use such materials as reasonably necessary to operate, market and improve the Platform and fulfil Orders.

The Business warrants that it has the necessary rights to provide those materials and that Carata’s use of them as permitted by these Terms will not infringe third-party rights, including under the Copyright Act, 2001 and the Trade Marks Act (Cap. 506).

Carata retains all rights in the Platform, software, branding, systems, designs, databases, documentation and technology owned or licensed by Carata.

19. REVIEWS, RATINGS AND CUSTOMER CONTENT

Customers may submit ratings, reviews, photographs or other feedback concerning Products or Businesses.
Carata may moderate, remove, display, rank or otherwise process such content in accordance with its policies and applicable law.
The Business must not manipulate ratings, incentivise false reviews, threaten Customers over reviews, or create fraudulent accounts to influence rankings.
Carata does not guarantee that all Customer feedback will be positive or that every review will be removed at the Business’s request.

20. PROHIBITED PRODUCTS AND CONDUCT

The Business must not list or sell Products that are illegal, counterfeit, stolen, unsafe, misleading, prohibited by Carata, or otherwise restricted by applicable law. Without limiting the foregoing, the Business must not list or sell:

narcotic drugs or psychotropic substances controlled under the Narcotic Drugs and Psychotropic Substances (Control) Act (Cap. 245), other than through a duly licensed pharmacy acting within the scope of its licence;
counterfeit goods within the meaning of the Anti-Counterfeit Act, 2008;
firearms, ammunition or other items restricted under the Firearms Act (Cap. 114);
any Product for which the Business does not hold a required licence, permit or regulatory approval.

Carata may publish additional prohibited-product rules and may remove listings or suspend accounts where necessary.

21. RECORDS, AUDIT AND EVIDENCE

Carata may maintain records of Orders, pricing configurations, Commission arrangements, account activity, communications, AI Credit usage, refunds, delivery events and other platform activity.
Electronic records, system logs, acceptance records and merchant-dashboard records may be used as evidence of transactions and settings, subject to applicable law, including the Evidence Act (Cap. 80), as amended to recognise electronic and digital records.
The Business must maintain sufficient records to demonstrate compliance with its legal and contractual obligations, including tax records required under the Tax Procedures Act, 2015.

22. SUSPENSION AND TERMINATION

Carata may suspend or restrict the Business account where reasonably necessary to protect Customers, Delivery Partners, Carata, other Businesses, the Platform or legal/regulatory interests.
Grounds may include fraud, repeated fulfilment failures, unsafe Products, unlawful conduct, cybersecurity violations, non-payment, misuse of Customer data, material misrepresentation or breach of these Terms.
The Business may stop using the Platform subject to outstanding Orders, refunds, settlements and other obligations, and may terminate on [30] days’ written notice to Carata.
Termination does not automatically extinguish accrued payment obligations, confidentiality, data protection, intellectual property, indemnity, limitation-of-liability or dispute provisions.

23. INDEMNITY

To the fullest extent permitted by applicable law, the Business agrees to indemnify and hold harmless Carata, its directors, officers, employees, contractors and agents from claims, losses, liabilities, penalties, costs and reasonable expenses arising from or related to: (a) the Business’s Products; (b) bodily injury, illness or property damage caused by the Business or its Products; (c) breach of these Terms; (d) infringement of third-party rights; (e) violation of law; (f) misuse of Customer data; or (g) negligent, fraudulent or wilful acts or omissions by the Business.

24. LIMITATION OF LIABILITY

To the fullest extent permitted by Kenyan law, Carata will not be liable for indirect, incidental, special, consequential or punitive losses, loss of profits, loss of anticipated sales, loss of goodwill or loss of business opportunity arising from use of the Platform.

Subject always to the paragraph below, Carata’s total aggregate liability to the Business arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, will not exceed the total Commission actually retained by Carata in respect of the Business’s account in the three (3) months immediately preceding the event giving rise to the claim, or KES 50,000, whichever is higher.

Carata does not guarantee that the Platform will be uninterrupted, error-free, secure at all times, or that it will generate any particular level of sales.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that applicable Kenyan law requires to remain with a party.

25. FORCE MAJEURE

Carata will not be responsible for failure or delay caused by events beyond its reasonable control, including internet or telecommunications failures, power outages, natural disasters, epidemics, government action, civil unrest, strikes, cyber incidents affecting third-party infrastructure, payment-network failures, logistics disruptions or other events of force majeure. If such an event continues for more than [30] consecutive days, either party may terminate the affected services on written notice, without liability for that termination, subject to settlement of accrued obligations.

26. CHANGES TO THE PLATFORM AND TERMS

Carata may modify, suspend, discontinue or replace features of the Platform.
Carata may update these Terms from time to time. Material changes will be communicated through reasonable means, with at least [14] days’ notice where required by law or reasonably practicable.
The updated Terms will apply from their stated effective date, subject to applicable legal requirements.
If the Business does not accept a material change, its remedy is to stop using the affected services and settle outstanding obligations, subject to any mandatory legal rights.

27. CONFIDENTIALITY

Each party must protect confidential commercial, technical, financial and operational information received from the other party and use it only for purposes connected with the relationship. This obligation does not apply to information that is public without breach, already lawfully known, independently developed, or required to be disclosed by law or a competent authority.

28. COMPLIANCE WITH LAW

The Business must comply with all laws and regulatory requirements applicable to its business, Products, employees and contractors, including applicable Kenyan requirements concerning consumer protection, taxation, licensing, food safety, pharmacy and medicines, health, advertising, intellectual property, privacy and data protection, and competition law.

The Business must not offer, give, solicit or accept any bribe, kickback or other improper payment or advantage in connection with the Platform, and must comply with the Bribery Act, 2016 and the Anti-Corruption and Economic Crimes Act, 2003. The Business must not use the Platform to facilitate money laundering or the financing of terrorism, and must comply with the Proceeds of Crime and Anti-Money Laundering Act, 2009 where applicable to its business.

29. DISPUTE RESOLUTION

29.1 Negotiation

The parties will first attempt in good faith to resolve disputes through discussion between their authorised representatives.

29.2 Mediation

If a dispute cannot be resolved amicably within a reasonable period, the parties may pursue mediation or another agreed alternative dispute-resolution process.

29.3 Arbitration

Where the parties agree in writing, or where the applicable commercial schedule so provides, a dispute that remains unresolved under Sections 29.1 and 29.2 for [30] days may be referred to and finally resolved by arbitration seated in Nairobi, conducted in English, under the Arbitration Act, 1995 (Act No. 4 of 1995) and, unless otherwise agreed, the Nairobi Centre for International Arbitration (NCIA) Arbitration Rules, before a single arbitrator.

29.4 Courts

Subject to Section 29.3 and any mandatory statutory forum or remedy, disputes arising from these Terms will be subject to the laws of Kenya and the exclusive jurisdiction of the competent courts of Kenya.

30. NOTICES

Carata may provide notices through email, SMS, in-app notifications, the merchant dashboard, registered contact details or other reasonable electronic means, or in writing to Carata’s registered office at Kodi Estate House B Two, Kodi II, Nairobi West, Nairobi, P.O. Box 00000 – 00509, Langata, Kenya. The Business must maintain accurate contact information and monitor communications relevant to its Carata account.

31. GENERAL TERMS

Entire Agreement: These Terms, together with applicable commercial schedules, platform rules and policies expressly incorporated by reference, form the agreement between the parties concerning the Platform.
Severability: If any provision is held invalid or unenforceable, the remaining provisions will remain in effect to the extent permitted by law.
Waiver: Failure to enforce a provision is not a waiver of the right to enforce it later.
Assignment: The Business may not transfer its rights or obligations without Carata’s prior written consent, except where otherwise permitted by law. Carata may assign or transfer its rights as part of a restructuring, financing, merger, acquisition or sale of relevant business assets, subject to applicable law.
Independent Parties: The parties are independent contractors. Nothing creates a partnership, employment relationship, joint venture or general agency between Carata and the Business.
Electronic Acceptance: The Business agrees that electronic acceptance, checkbox confirmation, dashboard acceptance and other electronic records constitute valid evidence of agreement to these Terms, consistent with the recognition of electronic records and signatures under the Kenya Information and Communications Act (Cap. 411A) and the Business Laws (Amendment) Act, 2020.
Governing Language: These Terms are drawn up in English, which is the governing language for their interpretation.

33. BUSINESS ACKNOWLEDGEMENT

By accepting these Terms, the Business confirms that it has read and understood the commercial arrangement applicable to its account, including the Commission allocation, Customer-facing pricing, Discounted Price/settlement mechanism, Product responsibilities (including any prescription-medicine handling obligations), privacy obligations, AI-assisted listing responsibilities, cybersecurity restrictions, refund obligations and the absence of any guarantee of Orders or sales.