These Terms and Conditions ("Terms") constitute a legally binding agreement between Nexus Forge Africa Limited (registration pending, operating as "JamiiCore Cloud"), a company incorporated under the laws of Kenya with its registered address at 90 Degrees by Tsavo, Nairobi, Kenya ("we", "us", "our", "the Company"), and you, the organization, administrator, or individual accessing or using the JamiiCore Cloud platform available at jamii.cloud and its associated mobile applications ("the Platform").

By registering for, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and any additional guidelines, policies, and documents incorporated herein by reference. If you do not agree to these Terms, you must immediately cease using the Platform.

These Terms are subject to the laws of Kenya, including but not limited to the Companies Act (Cap. 486), the Consumer Protection Act 2012, the Computer Misuse and Cybercrimes Act 2018, and the Data Protection Act 2019.

In these Terms, unless the context otherwise requires:

The Platform is intended for use by Organizations and their designated Administrators who are at least 18 years of age. By registering, you represent and warrant that:

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at legal@nexusforgeafrica.com upon becoming aware of any unauthorized access to or use of your account.

Access to the Platform is provided on a subscription basis. The following billing terms apply:

We may, at our discretion, offer a free trial period of up to thirty (30) days. During a free trial: (a) you will have access to specified Platform features at no charge; (b) no payment information may be required; and (c) we reserve the right to terminate the free trial at any time without liability. At the conclusion of the free trial, continued use requires a paid subscription.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your Organization's internal membership management purposes.

You must not:

Your Organization retains full ownership of all Member data and Content that you upload to the Platform ("Your Data"). By uploading Your Data, you grant us a limited, non-exclusive licence to process and store Your Data solely for the purpose of providing the Platform services.

You are solely responsible for: (a) ensuring you have the lawful basis to collect and upload Member data; (b) obtaining any necessary consents from Members or next-of-kin contacts; (c) ensuring the accuracy of data you upload; and (d) compliance with the Data Protection Act 2019 in your capacity as a Data Controller.

We act as a Data Processor on your behalf with respect to Member data. Our data processing obligations are set out in our Data Protection Policy.

All intellectual property rights in the Platform, including its software, design, trade marks, logos, and documentation, are owned by or licensed to the Company. Nothing in these Terms transfers any intellectual property rights to you. The name "JamiiCore Cloud" and associated logos are trade marks of the Company.

You grant us a non-exclusive licence to use your Organization's name and logo solely to identify you as a customer on our website or marketing materials, unless you object in writing.

You agree not to use the Platform to:

The Platform integrates with third-party services including but not limited to Safaricom M-Pesa (payment processing), SMS gateway providers (including Africa's Talking and Twilio), email delivery providers (including SendGrid and Mailgun), and cloud infrastructure providers (including Supabase). These integrations are subject to the respective third parties' own terms and conditions and privacy policies.

We are not responsible for the availability, accuracy, security, or performance of third-party services. Any disputes with third-party providers must be resolved directly with those providers.

We endeavour to maintain Platform availability of at least 99% in any calendar month, excluding scheduled maintenance. We will provide advance notice of scheduled maintenance where practicable. We do not guarantee uninterrupted access and shall not be liable for any downtime caused by circumstances beyond our reasonable control, including internet outages, Safaricom service disruptions, force majeure events, or third-party provider failures.

To the maximum extent permitted by applicable Kenyan law:

You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law; (d) your unauthorized processing of Member data; or (e) any dispute between you and any Member.

These Terms commence on the date you first access the Platform and continue until terminated. Either party may terminate by giving thirty (30) days' written notice to the other. We may terminate immediately, without notice, where you:

Upon termination: (a) your licence to use the Platform immediately ceases; (b) you may request an export of Your Data within thirty (30) days; (c) we will delete Your Data sixty (60) days after termination, unless otherwise required by law; and (d) any outstanding fees become immediately payable.

We may amend these Terms from time to time. Material changes will be communicated by email to the Organization's registered Administrator at least fourteen (14) days before they take effect. Your continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended Terms.

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the dispute through good-faith negotiations for a period of thirty (30) days.

If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in Nairobi, Kenya, administered under the Arbitration Act (Cap. 49) of Kenya, before a single arbitrator agreed upon by the parties or, failing agreement, appointed by the Chartered Institute of Arbitrators (Kenya Branch). The language of arbitration shall be English. The arbitral award shall be final and binding.

Nothing in this clause prevents either party from seeking urgent interim relief from the High Court of Kenya where necessary to protect its legitimate interests pending arbitration.

These Terms are governed by and construed in accordance with the laws of Kenya. Subject to the dispute resolution clause above, each party irrevocably submits to the exclusive jurisdiction of the courts of Nairobi, Kenya.

The following general provisions apply to these Terms:

Legal enquiries: Nexus Forge Africa Limited | 90 Degrees by Tsavo, Nairobi, Kenya | legal@nexusforgeafrica.com | +254 715 676 878