Terms of Service

1.1These Terms of Service ("Terms") are an agreement between you and DukaNext ("DukaNext", "we", "us" or "our"), a business registered and operating in Kenya with its address at USIU Road, Nairobi. They govern your use of our websites, apps and services, including the online shop product ("Shop"), CRM, Automate, Inventory, Onaa and any other tool we offer now or in the future (each a "Tool", and together the "Services").

1.2Each Tool has extra terms in the Schedules at the end of these Terms. A Schedule applies to its Tool and forms part of these Terms. If a Schedule conflicts with the main Terms about that Tool, the Schedule applies for that Tool.

1.3These Terms also include our Privacy Policy and the description of any Plan (including its price and limits) shown to you when you choose it.

1.4You agree to these Terms when you create an account (including by ticking the box on the sign-up page or by agreeing when we ask you to), or when you first use the Services, whichever happens first. If you use the Services on behalf of a business, you confirm that you have authority to bind that business, and "you" includes that business.

1.5In these Terms: "Account" means your DukaNext account; "Plan" means a paid plan or any other package we offer that sets what you may use and for how long; "Content" means everything you upload, enter or publish through the Services (including products, images, text, customer lists and messages); and "Customer Data" means personal data about your own customers, contacts, staff or other people that you add to or collect through the Services.

2.1You must be at least 18 years old and able to enter into a binding contract under Kenyan law.

2.2The Services are for business use. If you use them as a consumer for personal purposes, nothing in these Terms removes any rights you have under consumer protection law that cannot be excluded.

2.3You must not use the Services if we have suspended or removed your Account, or if you are prohibited from doing so by law. We may ask you to verify who you are or that you act for a business.

3.1You need an Account to use the Services. One Account is for one person. An Account can own the number of shops and other resources that your Plan allows.

3.2You must give accurate information and keep it up to date. We verify the email address and the Kenyan mobile number on your Account by sending you a code, and we may refuse or remove a number or email address that we reasonably believe is not yours, is shared, or is used to avoid our rules.

3.3You are responsible for keeping your sign-in details, codes and devices secure, and for everything that happens under your Account, including by team members you invite. Tell us straight away at hello@dukanext.co.ke if you think someone has used your Account without permission.

3.4You decide who in your team gets access and with which role. You are responsible for their actions. The Account owner is the person who pays for the Plan and who can close the Account.

3.5You use one sign-in for all Tools. If we suspend or block your Account under clause 8, it can affect every Tool.

4.1We provide the Services with reasonable care and skill. We may add, change or remove Tools, features and integrations. If we remove a feature that is part of a Plan you have paid for, we will give you at least 30 days' notice, unless we must act sooner for legal, security or third-party reasons.

4.2When we add a new Tool, we will publish a Schedule for it. If you start using that Tool, you accept its Schedule.

4.3We aim to keep the Services available but we do not promise they will always be available, uninterrupted or free of errors. They may be unavailable for maintenance, or because of events outside our control such as problems with the internet, mobile networks, our hosting or other providers.

4.4Some features may be marked as "beta", "early" or "preview". They are provided as they are and may change or be withdrawn.

4.5Our mobile apps are licensed to you for use with your Account. The terms of the app store you download them from also apply.

5.1Plans. We offer paid Plans (currently Starter, Growth and Business) and may offer custom Plans. A Plan sets what is included and its limits (for example, the number of products, team members, customers or automations in each Tool). Current prices and limits are shown on our websites and in your Account. Prices are in Kenya shillings (KES). Some Tools are not part of the Plans and are priced separately, as shown in that Tool.

5.2Free trial. A new Account may get a free trial of 14 days, once per Account, starting the first time you use a Tool. You do not need to give payment details to start. When the trial ends you need to buy a Plan to carry on with full use (see clause 7). We may change or end trial offers at any time, and we may refuse or end a trial if we reasonably believe someone is creating several Accounts to get more than one.

5.3Paying. You pay in advance for the period you choose (monthly or yearly) by M-Pesa or card, through our payment partners. By paying you authorise that payment. A Plan starts when we confirm your payment. We do not charge you automatically at the end of a period: you renew by paying again.

5.4Receipts and history. Your payments, receipts and the date your Plan ends are shown in your Account.

5.5Failed or reversed payments. If a payment is declined, reversed or disputed, we may treat it as unpaid, suspend or end the Plan, and recover what is owed.

5.6Changing Plan. You can move to a higher Plan at any time, and it starts immediately. The paid time left on your old Plan is not carried over or credited. You can move to the same Plan or a lower Plan only in the last 5 days of your current period, or after it has ended.

5.7Mistakes. If a price is shown or charged by mistake, we may correct it and either refund the difference, ask you to pay the correct price, or cancel the order and refund you.

5.8Gifts and offline payments. We may, at our choice, give you extra time or accept a payment outside the normal checkout. We will tell you what applies when we do.

5.9Other fees. Fees on sales or payouts through the Shop (for example transaction fees and withdrawal fees) are separate from your Plan price. They are shown in your dashboard or when they apply. Your bank, card issuer or mobile money provider may also charge you.

6.1We may change our prices, our Plans, what each Plan includes and its limits.

6.2If a change would increase the price you pay or reduce what your Plan includes, we will tell you by email or in your Account at least 30 days before it takes effect for you.

6.3A change applies from the start of your next paid period after that notice. It does not change what you have already paid for.

6.4If you do not accept a change, you may stop using the Services or not renew before it takes effect, and it will not apply to you. If you pay for a period that begins after the change takes effect, you accept the change.

6.5We may reduce prices, increase limits or add features straight away.

6.6We may offer promotions, discounts or special prices (for example for early customers). They may be limited in time or to certain Accounts, and we may end them when the offered period ends. We are not required to keep any price or Plan available to any Account unless we agree this in writing.

6.7If we must make a change sooner because of a legal or regulatory requirement, a security risk, or a change in the cost of a third party we rely on, we will give you as much notice as is reasonably possible.

7.1Grace period. When a paid period or a trial ends, you get 3 more days in which everything keeps working normally.

7.2View-only. After the grace period your Account becomes view-only: you can look at and export your Content, but you cannot add or change anything. Your online shop goes offline, and visitors see a page saying it is coming soon. Paying restores everything straight away.

7.3Keeping your Content. We do not delete your Content only because your Plan has ended. We keep it for at least 90 days after the end of your Plan (the "Retention Period") so that you can renew or export it. We will email you before the Retention Period ends. After it ends, and at least 30 days after that warning, we may archive or permanently delete your Content.

7.4Export. You can export your Content while your Account is open, including when it is view-only.

7.5We may keep information that the law requires us to keep (for example billing records) for as long as the law requires.

8.1You can stop using the Services at any time. You can close your Account from your Account area, subject to closing or handing over any shop, business or other resource you own. When you close your Account, we delete or anonymise your personal data as described in our Privacy Policy, except where we must keep it by law.

8.2We may suspend, limit or end your access, with or without notice depending on the situation, if: you breach these Terms or the law; we reasonably suspect fraud, abuse or illegal activity; your use puts other people, our systems or our payment or other partners at risk; you do not pay what you owe; or we are required to by a court, regulator or other authority. Where it is practical and safe, we will tell you why and give you a chance to fix the problem first.

8.3If your Account is blocked, it is blocked across all Tools.

8.4When your access ends, your shop goes offline and clause 7 applies to your Content, unless the law requires us to delete or give up your Content sooner.

8.5Clauses that by their nature should continue after these Terms end (for example on payment, Content, liability, indemnity and governing law) continue.

9.1Except as this clause or the law says, payments for a period that has started are not refundable, including if you stop using the Services early or move to a lower Plan. We do not refund part of a period.

9.2If we charge you twice, or charge the wrong amount, or a charge is clearly our error, tell us within 30 days and we will refund the difference or the duplicate.

9.3If we end your Account without it being caused by your breach of these Terms or by non-payment, we will refund the unused part of the period you have paid for.

9.4Refunds go back to the payment method you used where possible. Your payment provider may take time to process them.

9.5Nothing in this clause limits any right you have under the Consumer Protection Act, 2012 or other law that cannot be excluded.

• break any law or regulation, or use the Services for anything illegal;
• sell, advertise or promote goods or services that are illegal, stolen, counterfeit or fraudulent, that infringe someone else's rights, or that need a licence you do not have;
• mislead your customers, run pyramid or similar schemes, or use the Services to collect money for someone else's business without our written agreement;
• send spam or messages to people who have not agreed to receive them, or send marketing without a lawful basis;
• harass, threaten or discriminate against anyone, or upload content that is unlawful, hateful or sexually exploitative;
• upload malware, or try to disrupt, overload or damage the Services;
• try to get into other people's accounts or data, or test the security of the Services without our written permission;
• copy, scrape, reverse engineer or resell the Services, except where the law allows or we agree in writing;
• avoid the limits of your Plan, for example by using several Accounts to get more than one Plan's limits;
• break the rules of a Third-Party Service you connect, such as Meta (WhatsApp and Instagram), Google or your payment provider.

10.1We may remove Content, disable features or suspend an Account that breaks this clause. We are not obliged to monitor Content, but we may look into reports and cooperate with the authorities.

11.1You keep ownership of your Content. You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, display, send and adapt your Content only as needed to provide, secure, support and improve the Services and as described in our Privacy Policy. Content you choose to publish (for example on your shop) is visible to the public.

11.2You are responsible for your Content and for having the rights, permissions and consents needed to use it, including for images, product descriptions, trade marks and your customers' details.

11.3You are the seller to your customers. You are responsible for your products and services, prices, stock, delivery, returns and refunds, customer service, and complying with consumer protection law and any licences your business needs.

11.4You are responsible for keeping your own copies of important data. We make regular backups, but we do not promise that every item can be restored.

11.5Some Tools offer AI-assisted features, such as drafting product descriptions or improving photos. When you use them, the Content you send is processed by the AI providers named in our Privacy Policy. AI output can be wrong, incomplete or similar to other outputs, so you must check it before you use it. You are responsible for how you use it.

11.6If you send us ideas or feedback, we may use them without paying you or crediting you.

11.7We may remove or disable Content that breaks these Terms or the law, or after a valid complaint.

12.1For personal data about you and your team (for example your name, email address, phone number and how you use the Services), we are the data controller. Our Privacy Policy explains what we do with it.

12.2For Customer Data, you are the data controller and we are your data processor. We process Customer Data only on your documented instructions, which are these Terms, your use of the Services and your settings in them, unless the law requires otherwise.

12.3As your processor we will: keep Customer Data confidential and make sure the people who handle it do the same; use appropriate technical and organisational measures to protect it; only use sub-processors that we have approved in advance in general terms (the current ones are listed in our Privacy Policy), and remain responsible for them; help you respond to requests from the people the data is about, as far as we reasonably can; tell you without undue delay, and within 72 hours where we can, after we become aware of a personal data breach affecting Customer Data; return or delete Customer Data when the Services end as clause 7 describes; and give you information we reasonably hold to show that we meet these duties.

12.4You are responsible for: having a lawful basis and giving the notices needed to collect and use Customer Data; keeping it accurate; registering with the Office of the Data Protection Commissioner where the law requires; responding to your customers' requests; and complying with the Data Protection Act, 2019 and its regulations.

12.5Some of our sub-processors are outside Kenya. We take the steps the Data Protection Act, 2019 requires for transferring personal data out of Kenya.

13.1Payments for Plans are taken through our payment partner. Payments for sales in your shop go through the payment provider you connect (for example Pesapal) or the DukaNext Wallet. Each provider has its own terms, fees and checks, and is responsible for its own service.

13.2DukaNext is not a bank. Money held in the DukaNext Wallet is processed by our licensed payment partner and is subject to that partner's terms and identity checks. Withdrawals may be delayed or refused where a check or the law requires.

13.3The Services work with third-party services such as Meta (WhatsApp and Instagram), Google, SMS and email providers, payment providers, hosting providers and AI providers ("Third-Party Services"). Their terms and policies apply to your use of them. We do not control them, they may change or stop, and to the extent the law allows we are not responsible for them.

13.4Disputes between you and your customers (about orders, delivery, refunds or chargebacks) are between you and them. We are not a party to them.

14.1We and our licensors own the Services, including the software, designs, names and logos. We give you a limited, revocable, non-exclusive, non-transferable right to use the Services, for your business, for as long as these Terms apply to you.

14.2You must not copy, change, reverse engineer or create copies of the Services, or remove notices from them, except where the law allows. Some parts use open-source software under its own licences.

14.3You may use our name and logo only with our written permission, except to say truthfully that your shop or business uses DukaNext.

14.4If you think Content on the Services infringes your rights, email hello@dukanext.co.ke with details and we will look into it.

15.1To the extent the law allows, and except as these Terms say, the Services are provided "as is" and "as available", without any promise that they are error-free, uninterrupted, suitable for your particular purpose or will produce any sales or result for your business.

15.2Nothing in these Terms removes a right you have under consumer protection or other law that cannot be excluded.

16.1To the extent the law allows, we are not liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, business or data, or for loss caused by Third-Party Services, by your Content or goods, or by events outside our reasonable control.

16.2To the extent the law allows, our total liability to you for all claims about the Services in any 12 months is limited to the amount you paid us for your Plan in the 12 months before the event that gave rise to the claim, or KES 10,000 if you paid us nothing in that time.

16.3Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited under Kenyan law.

17.1You will defend, compensate and hold harmless DukaNext and its owners, officers, employees and agents against claims, losses and costs (including reasonable legal fees) brought by third parties that arise from: your Content; your goods or services; your breach of these Terms, the law or another person's rights; or your instructions about Customer Data.

17.2We will tell you promptly about any claim, let you control the defence with our reasonable help, and not settle it in a way that puts obligations on you without your agreement.

18.1We may update these Terms, for example because we add a Tool, our practices change, or the law changes. The version and date are shown at the top of this page, and earlier versions are available on request.

18.2For a material change we will give you at least 30 days' notice by email or in your Account. Where we need your fresh agreement, we will ask you to accept the new Terms the next time you sign in. If you carry on using the Services after the date a change takes effect, you accept it. If you do not agree, stop using the Services and close your Account before that date.

18.3A change that is needed because of the law, or to deal with security or abuse, may take effect sooner. A Schedule for a new Tool takes effect when we publish it for that Tool.

18.4We keep a record of which version of these Terms each Account agreed to and when.

19.1We may contact you by the email address on your Account, by a notice in your Account, or by a notice on our website. An email is treated as received 24 hours after we send it, unless we learn that it did not arrive. Keep your email address up to date.

19.2You can contact us at hello@dukanext.co.ke or at USIU Road, Nairobi, Kenya.

20.1These Terms and any dispute about them or the Services are governed by the laws of Kenya.

20.2If there is a dispute, please write to us first at hello@dukanext.co.ke with the details. We will try to settle it with you in good faith for 30 days.

20.3If it is not settled, either of us may refer it to mediation by a mediator we agree on. If it is still not settled, the courts of Kenya have exclusive jurisdiction.

20.4This does not limit any right you have to bring a complaint to a regulator, such as the Office of the Data Protection Commissioner.

21.1These Terms are the whole agreement between you and us about the Services, and replace any earlier agreement about them.

21.2If a part of these Terms is found to be unenforceable, the rest continues. If we do not enforce a right straight away, we have not given it up.

21.3You may not transfer your rights or duties under these Terms without our written consent. We may transfer ours to a company that takes over our business.

21.4Neither of us is responsible for a delay or failure caused by events outside our reasonable control.

21.5These Terms are made and accepted electronically, which is valid under Kenyan law. Only you and we may enforce them, apart from our owners, officers, employees and agents as clause 17 provides.

21.6These Terms are written in English, and the English version applies.

A.1You are the seller. You are responsible for your products, descriptions, prices, stock, delivery, returns, refunds and customer service, for your shop's policies, and for following consumer protection law (such as clear prices and accurate information). The policy pages in the Shop are for you to fill in; we do not give legal advice and our wording is not a substitute for your own.

A.2Shop names and addresses. Some names are reserved for our own use. We may refuse, change or take back a shop name or address that is misleading, infringes someone's rights or is reserved. Changing an address can break existing links.

A.3Your own domain. You must own or control any domain you connect, and you are responsible for its registration, renewals and DNS settings.

A.4Payments and fees. Clause 13 applies. Payment, wallet and withdrawal fees are shown in your dashboard. Refunds, chargebacks and disputes with your customers are your responsibility. We may delay or hold payouts while we check for fraud or comply with the law.

A.5Digital products. If you sell downloads, you must have the right to sell them. Download links are limited by the number of downloads and the number of days you set. We are not responsible for how a customer uses a file after downloading.

A.6Messages to your customers. The Shop sends order emails and notifications on your behalf. You are responsible for their content. You may send newsletters or marketing only to people who have agreed to receive them.

A.7Developer tools. If you use custom themes, API keys or other developer tools, you are responsible for keeping keys secure and for your code. We may limit the rate of requests to protect the Services.

A.8Tracking and advertising. If you add tracking pixels or advertising tools (such as Meta Pixel, Google Analytics, TikTok Pixel or Hotjar) or sync products to Meta, you must follow those services' rules and give your visitors any notice or choice that the law requires.

A.9When your Plan ends, your shop goes offline as clause 7 describes.

B.1Your customers' details are Customer Data and clause 12 applies: you are the data controller.

B.2Quotes, invoices and other documents. You are responsible for the accuracy and legal compliance of the documents you create. We provide templates and tools, not accounting or legal advice.

B.3Online payments. Payments on invoices and bookings go through the payment provider you connect, under your own account with that provider and its terms.

B.4Email and WhatsApp. You may send messages only to people who are allowed to receive them. If you connect your own mail server, you authorise us to use those details to send on your behalf, and you are responsible for that account. WhatsApp messages are sent through Meta and are covered by Schedule C.

B.5Booking pages are public. You are responsible for your availability and for honouring the bookings you accept.

B.6Imports. When you import data from another system, you confirm that you have the right to do so.

B.7Deleting a business. When you delete a business, we keep it for 14 days so you can restore it. After that it is permanently removed, apart from backups that are deleted on their normal schedule.

C.1Connecting your accounts. You authorise us to access your Meta accounts through Meta's tools, and you confirm that you are allowed to connect them. You can remove the connection at any time, in Automate or in your Meta settings.

C.2Meta's rules. You must follow Meta's terms and policies that apply, including those for WhatsApp Business and Instagram. Meta decides which messages can be sent and may limit, charge for or suspend access. We are not responsible for Meta's decisions, limits, fees or outages, or for messages that Meta does not deliver.

C.3Consent and messaging. You may message only people who have contacted you, or who have agreed to hear from you, as the rules and the law allow. You must respect opt-outs. You must not send spam, misleading or unlawful messages. Message templates may need approval from Meta.

C.4Your automations. You are responsible for what your automations say and do. Test them before you switch them on. We are not liable for automations that reply wrongly or at the wrong time.

C.5Limits and fair use. Your Plan sets how many automations you can have. We may slow or limit use that could harm the Services or other users.

C.6Order alerts to staff. If you connect your shop so that your team gets WhatsApp alerts, you must have your team's agreement to receive them.

D.1You are responsible for the data you enter and for checking your stock levels. Inventory is not an accounting system.

D.2If you connect Inventory to other platforms you use, you authorise us to read and write the data you allow. Syncing can be delayed or fail, and we do not promise that data will be identical on every platform at every moment.

D.3Third-party platforms' terms apply to your use of them.

E.1Credits. Onaa works with credits that you buy or are given. Credits are priced as shown in Onaa, cannot be transferred, and are not refundable except as clause 9 says. We may change the price of credits and the credits given for free, with notice as clause 6 describes for paid credits.

E.2Your photos. You must own the photos you upload or have the right to use them, and have the consent of anyone who appears in them. Do not upload unlawful or harmful content. We may refuse to process an image.

E.3Processing. Photos are processed by the image and AI providers named in our Privacy Policy. Results can vary, and we do not promise any particular quality or result. You are responsible for checking the results before you use them.

E.4Ownership of results. As between you and us, you own the images you receive to the extent the law and our providers' terms allow. We make no promise that an AI-generated image can be protected by copyright or is unique.

F.1When we add a Tool, we will publish its Schedule here. It takes effect for that Tool when we publish it, as clause 18 describes.