Platform Terms and Conditions

2.1 In these Terms, unless the context requires otherwise:

• (a) "Business Client" means any person, business or organisation that registers an account on the Platform for the purpose of requesting Deliveries;
• (b) "Consignment" means the goods, documents or other items which a Business Client requests TumaBoda to deliver under a single order placed on the Platform;
• (c) "Declared Value" means the value of a Consignment declared by a Business Client on the Platform before dispatch, in respect of which the applicable surcharge has been paid;
• (d) "Delivery" means the collection of a Consignment from the pick-up point and its conveyance to the delivery point specified on the Platform, and "Deliver" is construed accordingly;
• (e) "Delivery Fee" means the fee quoted on the Platform for a Delivery before the order is confirmed, together with any surcharges shown on the Platform;
• (f) "Mobile Money" means M-Pesa or any other mobile money or electronic payment service supported by the Platform from time to time;
• (g) "Platform" means the TumaBoda mobile applications, websites (including www.tumaboda.co.ke), dashboards, application programming interfaces and related technology operated by or for TumaBoda;
• (h) "Prohibited Items" means the items described in clause 20.4 and any further items notified on the Platform from time to time;
• (i) "Rider" means an independent contractor engaged by TumaBoda as a subcontractor to perform Deliveries using a motorcycle or other approved vehicle;
• (j) "Services" means the delivery, logistics and related services made available by TumaBoda through the Platform;
• (k) "User" means any person who registers for, accesses or uses the Platform, including Business Clients and Riders; and
• (l) "Wallet" means the prepaid electronic account maintained on the Platform for a Business Client from which Delivery Fees are paid.

2.2 In these Terms, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" and similar words are illustrative and not exhaustive; a reference to legislation is to that legislation as amended or replaced; and a reference to a clause is to a clause of these Terms.

3.1 TumaBoda operates a technology platform through which Business Clients request last-mile and same-day Delivery of Consignments. Deliveries are performed by Riders, whom TumaBoda engages as independent subcontractors. TumaBoda is responsible to Business Clients for the performance of Deliveries strictly on the terms, and subject to the limits, set out in these Terms.

3.2 TumaBoda may in its discretion determine the coverage areas, operating hours, weight and size limits, categories of Consignment and features of the Platform, and may vary any of them from time to time by updating the Platform.

3.3 We do not warrant that the Platform will be uninterrupted, error-free or available at all times. We may suspend the Platform, wholly or partly, for maintenance, upgrades, security or other operational reasons, and will use reasonable efforts to minimise disruption.

4.1 To use the Services you must register an account and provide information that is true, accurate, current and complete, and you must keep it updated. We may decline any application for registration, or require further information or verification, without giving reasons.

4.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity carried out through your account. You must notify us immediately at the contact address in clause 9.4 if you suspect any unauthorised access to or use of your account.

4.3 You may maintain only one account unless we agree otherwise in writing. You must not allow any other person to use your account, and you must not use another person’s account.

4.4 We may verify any information you provide, including with government agencies, credit reference bureaus, telecommunications providers and payment service providers, and you consent to those checks.

5.1 You must use the Platform and the Services lawfully and only for their intended purpose. Without limiting the foregoing, you must not:

• (a) use the Platform for any fraudulent, deceptive or unlawful purpose, or to send or receive any Prohibited Item;
• (b) interfere with, disrupt or attempt to gain unauthorised access to the Platform, its servers or connected networks, or introduce any virus or other harmful code;
• (c) copy, scrape, data-mine, reverse engineer, decompile or create derivative works from the Platform or any part of it, except as permitted by law;
• (d) place false, speculative or duplicate orders, manipulate pricing or promotions, or abuse referral or incentive programmes; or
• (e) use the Platform to harass, defame or harm any person, or in any manner that damages or could damage the reputation of TumaBoda.

5.2 We may investigate suspected breaches of this clause and may take any action we consider appropriate, including suspending or closing accounts, cancelling orders, withholding disputed payments pending investigation, and reporting matters to law enforcement authorities.

6.1 The fees for the Services are those displayed or quoted on the Platform at the time an order is placed or a Service is requested. We may revise our fees at any time with effect from the time the revised fees are displayed on the Platform, and revised fees apply only to orders placed after they take effect.

6.2 All payments through the Platform are processed by licensed payment service providers. TumaBoda is not a bank, and funds held in a Wallet or in transit through the Platform do not constitute a deposit and do not earn interest.

6.3 Each party is responsible for its own taxes as required by law. Specific provisions on invoicing, value added tax and withholding tax for Business Clients are set out in clause 25, and Riders are responsible for their own taxes as set out in clause 30.5.

7.1 The Platform, its content, software, trade marks, logos, designs and all related intellectual property rights belong to TumaBoda or its licensors. Nothing in these Terms transfers any intellectual property rights to you.

7.2 We grant you a limited, personal, revocable, non-exclusive and non-transferable licence to use the Platform, for the duration of your registration, solely to access and use the Services in accordance with these Terms.

7.3 You must not use the TumaBoda name, logo or branding without our prior written consent, except that Riders may use branded materials issued to them strictly in accordance with clause 31.

7.4 If you provide feedback or suggestions concerning the Platform, we may use them without restriction or obligation to you.

8.1 TumaBoda processes personal data in accordance with the Data Protection Act, 2019 and its regulations, and with our privacy notice published on the Platform, which forms part of these Terms.

8.2 By using the Platform you consent to the collection and processing of your personal data for the purposes of providing the Services, verifying identity, processing payments, preventing fraud, complying with law and improving the Platform, and to the disclosure of your data to Riders, Business Clients, recipients, payment service providers and other service providers strictly to the extent necessary for those purposes.

8.3 Where a Business Client provides TumaBoda with personal data of recipients or other third parties, the Business Client warrants that it has a lawful basis to disclose that data for the purpose of the Delivery, and TumaBoda will process it only for that purpose.

9.1 You consent to receive communications from us electronically, including through the Platform, by SMS, by telephone and by email, and you agree that electronic communications satisfy any legal requirement for writing.

9.2 We may send you service and transactional messages, and, subject to your right to opt out, marketing messages.

9.3 A notice to you is deemed given when posted on the Platform, displayed in the application, or sent to the email address or telephone number registered on your account.

9.4 Notices to TumaBoda must be sent to support@tumaboda.co.ke or to the registered office stated in clause 1.1, and are deemed given on actual receipt.

10.1 We may amend these Terms from time to time. The current version will be posted on the Platform, and material changes will be notified through the Platform or by email at least seven days before they take effect, except where a change is required by law or is necessary for security, in which case it may take effect immediately.

10.2 Your continued use of the Platform after an amendment takes effect constitutes acceptance of the amended Terms. If you do not accept an amendment, your sole remedy is to stop using the Platform and close your account.

11.1 You may close your account at any time by notice to us through the Platform or to the contact address in clause 9.4, subject to completing or cancelling any pending Deliveries and settling any amounts owed.

11.2 We may suspend or restrict your access to the Platform, or terminate your account, immediately and without liability where:

• (a) you breach these Terms or any applicable law;
• (b) we reasonably suspect fraud, misuse of the Platform, or a risk to the safety of any person or to the security of the Platform;
• (c) you provide false or misleading information, or fail to provide information or documents we reasonably require; or
• (d) we are required to do so by law or by a competent authority.

11.3 We may also terminate any account on thirty days’ notice for any reason, including withdrawal of the Services from any area.

11.4 On closure or termination of an account, any unused Wallet balance will be refunded within a reasonable period, less any amounts owed to TumaBoda, and any Delivery Fees properly payable to a Rider for completed Deliveries will be settled. Clauses which by their nature should survive termination, including clauses 7, 8, 12, 13, 15, 16, 24, 32 and 34, survive.

12.1 The Platform is provided "as is" and "as available". To the fullest extent permitted by law, we exclude all implied warranties, conditions and representations, including as to merchantability, fitness for a particular purpose and non-infringement.

12.2 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any other liability which cannot lawfully be excluded or limited.

12.3 Subject to clause 12.2, TumaBoda is not liable to any User for loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill or any indirect or consequential loss, however arising.

12.4 Subject to clauses 12.2 and 12.3, our liability to a Business Client for loss of or damage to a Consignment is limited as set out in clause 24, and our total aggregate liability to any User for all other claims arising in any period of twelve months shall not exceed the total fees paid by that User to TumaBoda in the three months preceding the event giving rise to the first such claim.

12.5 Any claim against TumaBoda must be brought within twelve months of the date the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it, failing which it is waived.

13.1 You shall indemnify and hold harmless TumaBoda, its directors, employees and agents against all claims, losses, damages, penalties, costs and expenses (including reasonable legal costs) arising out of or in connection with your breach of these Terms, your breach of any law, your Consignments (in the case of a Business Client), your performance of Deliveries (in the case of a Rider), or any third-party claim arising from your use of the Platform.

14.1 TumaBoda is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, floods, fire, epidemic, civil unrest, strikes, fuel shortages, failures of telecommunications, internet or Mobile Money services, and acts of government. Delivery timelines shown on the Platform are estimates only.

15.1 The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms amicably, by one party giving the other written notice of the dispute and the parties negotiating in good faith for thirty days from that notice.

15.2 Any dispute not resolved under clause 15.1 shall be referred to and finally determined by arbitration by a sole arbitrator in Nairobi under the Arbitration Act, 1995. The arbitrator shall be appointed by agreement of the parties or, in default of agreement within fourteen days, by the Chairperson for the time being of the Chartered Institute of Arbitrators (Kenya Branch) on the application of either party. The language of the arbitration shall be English, and the award shall be final and binding.

15.3 Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, or from recovering an undisputed debt through any lawful process.

16.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, are governed by and construed in accordance with the laws of the Republic of Kenya.

17.1 These Terms, together with the privacy notice and any policies referred to in them, constitute the entire agreement between you and TumaBoda concerning the Platform and supersede all prior discussions and understandings, save for any signed agreement referred to in clause 1.5.

17.2 You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any affiliate or to a successor in business.

17.3 If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

17.4 No failure or delay by TumaBoda in exercising any right is a waiver of that right, and no waiver is effective unless in writing.

17.5 Except as expressly stated in these Terms, nothing in them creates any partnership, joint venture, employment or agency relationship between you and TumaBoda, and no person other than the parties has any right to enforce these Terms.

19.1 A Business Client requests a Delivery by placing an order on the Platform stating the pick-up point, the delivery point, the recipient’s name and telephone number and an accurate description of the Consignment. The Delivery Fee is quoted before the order is confirmed.

19.2 An order is an offer by the Business Client, which is accepted when the Platform confirms the order and assigns a Rider. TumaBoda may decline any order without giving reasons.

19.3 A Business Client may cancel an order through the Platform. Where a Rider has already been dispatched, TumaBoda may charge a cancellation fee shown on the Platform, and where the Consignment has been collected, the full Delivery Fee together with any return costs is payable.

20.1 The Business Client is responsible for packaging each Consignment adequately for carriage by motorcycle, having regard to its nature and fragility, and for sealing it before collection. Riders and TumaBoda are not responsible for verifying the contents of a sealed Consignment.

20.2 The Business Client warrants, for each order, that it owns or is authorised to send the Consignment, that the description given on the Platform is accurate, and that the Consignment complies with all applicable laws and contains no Prohibited Item.

20.3 Consignments must be within the weight and dimension limits published on the Platform. TumaBoda may refuse, return or safely dispose of any Consignment that exceeds those limits, is inadequately packaged or is reasonably suspected to contain a Prohibited Item, at the Business Client’s cost.

20.5 Perishable and fragile items are carried at the Business Client’s risk unless their nature is accurately declared on the Platform and any conditions shown on the Platform for their carriage are met.

21.1 Deliveries are paid for through the Wallet, which the Business Client funds in advance by Mobile Money or such other methods as the Platform supports. When an order is confirmed, the Delivery Fee is held against the Wallet balance and, on confirmed completion of the Delivery, is released, with the Rider’s portion remitted to the Rider.

21.2 The Wallet is a prepayment facility only. It is not a bank account or deposit, it earns no interest, and balances are held with licensed payment partners. Wallet balances are not transferable between accounts.

21.3 If the Wallet balance is insufficient, the Platform may decline orders until the Wallet is funded. TumaBoda may set off against the Wallet any amount a Business Client owes under these Terms.

21.4 Unused Wallet balances are refundable on request or on closure of the account, less any amounts owed, within a reasonable period and subject to verification.

22.1 Where the pay-on-delivery feature is enabled for a Business Client, the Rider will, at the delivery point, trigger a Mobile Money payment prompt to the recipient for the amount specified by the Business Client on the Platform. The Rider does not see the amount and is not authorised to collect cash, and the Business Client must not instruct or permit cash collection.

22.2 Goods should be released to the recipient only after the Platform confirms that the payment has been received. TumaBoda is not liable for non-payment where goods are released contrary to this clause, whether on the instruction of the Business Client or the recipient.

22.3 Amounts collected on a pay-on-delivery basis are received for the account of the Business Client and are settled to the Business Client in accordance with the settlement cycle stated on the Platform or agreed in writing, less any fees and any amounts owed to TumaBoda.

23.1 A Delivery is completed when the Consignment is handed to the recipient named in the order, or to another person at the delivery point who is apparently authorised to receive it, and the completion is recorded on the Platform. Proof of delivery captured on the Platform, which may include a recipient name, code, signature, photograph and GPS record, is conclusive evidence of Delivery absent manifest error.

23.2 If Delivery cannot be completed because the recipient is unavailable, the address is inaccurate or inaccessible, or the recipient refuses the Consignment, the Rider will follow the return or redelivery instructions given through the Platform, and the Business Client shall pay the return or redelivery fees shown on the Platform.

23.3 Delivery times shown on the Platform are estimates only and are not guaranteed. TumaBoda’s obligation is to perform Deliveries within a reasonable time, subject to traffic, weather, security and other operating conditions.

24.1 Subject to clause 12, TumaBoda’s liability for loss of or damage to a Consignment, however arising, is limited to the lower of the cost of repairing or replacing the Consignment and Kenya Shillings Ten Thousand (KES 10,000) per Consignment.

24.2 The limit in clause 24.1 does not apply where, before dispatch, the Business Client declared the value of the Consignment on the Platform and paid the applicable declared-value surcharge, in which case TumaBoda’s liability is limited to the lower of the cost of repair or replacement and the Declared Value.

24.3 TumaBoda has no liability for loss of or damage to a Consignment to the extent it arises from a Prohibited Item, inadequate packaging, inherent vice or the perishable or fragile nature of undeclared contents, an inaccurate description or address, an act or omission of the Business Client or the recipient, or an event described in clause 14, and has no liability in any case for loss of profit, loss of market or any indirect or consequential loss.

24.4 A claim for loss of or damage to a Consignment must be notified to TumaBoda through the Platform or the contact address in clause 9.4 within forty-eight hours of the Delivery or scheduled Delivery, with reasonable supporting evidence, including proof of the value of the Consignment, failing which the claim is waived. TumaBoda will investigate and resolve claims within a reasonable period and may settle claims by Wallet credit or Mobile Money payment.

25.1 Delivery Fees are stated inclusive of value added tax unless the Platform states otherwise. TumaBoda will issue electronic tax invoices in accordance with applicable law.

25.2 Where a Business Client is required by law to withhold any tax from payments to TumaBoda, it shall remit the tax to the relevant authority and promptly provide TumaBoda with the corresponding withholding certificates.

25.3 TumaBoda may agree in writing with corporate Business Clients on separate billing, settlement and reconciliation arrangements, including periodic settlement of pay-on-delivery collections and consolidated invoicing, and any such agreement prevails over this clause to the extent of inconsistency.

27.1 You are engaged as an independent contractor and subcontractor of TumaBoda. Nothing in these Terms creates any contract of employment, and you are not an employee, worker, agent or partner of TumaBoda, save that you are authorised, as a limited agent, to trigger pay-on-delivery payment prompts in accordance with clause 22.

27.2 You are free to decide when to log in to the Platform and whether to accept any Delivery offered to you. TumaBoda does not guarantee that any volume of Deliveries, or any Deliveries at all, will be offered to you, and you are not entitled to any minimum earnings.

27.3 You must perform accepted Deliveries personally. You must not allow any other person to perform Deliveries through your account unless that person is themselves registered and approved as a Rider and we have consented in writing.

27.4 You are solely responsible for your own income tax and for all statutory contributions and levies applicable to you as an independent contractor, and you shall register with the relevant authorities as required by law.

28.2 You consent to TumaBoda verifying your documents and background, including with government agencies and third-party verification providers, at onboarding and periodically thereafter. Registration may be declined, suspended or withdrawn if any document expires or any verification is unsatisfactory.

29.1 When you accept a Delivery you must collect the Consignment promptly, handle it with reasonable care, keep it secure and protected from weather, and deliver it intact to the delivery point in accordance with the instructions on the Platform, capturing proof of delivery as the Platform requires.

29.2 You must at all times comply with traffic laws, ride safely, wear the required protective gear, and conduct yourself courteously and professionally toward Business Clients, recipients and the public. You must not perform Deliveries while impaired by alcohol or any other substance.

29.3 You must not open, tamper with or part with possession of a Consignment other than to complete the Delivery, and you must promptly report through the Platform any accident, loss, damage, delay or security incident affecting a Delivery.

29.4 You must not collect cash from any recipient. Pay-on-delivery collections are made only through the Mobile Money prompt triggered through the Platform in accordance with clause 22.

30.1 The fee payable to you for a Delivery is shown on the Platform before you accept it. You are free to decline any Delivery before acceptance.

30.2 On confirmed completion of a Delivery, your fee is released and remitted to the Mobile Money account registered on your Rider account. TumaBoda may deduct from each fee the service or commission fee notified on the Platform from time to time.

30.3 Payment is conditional on the genuine completion of the Delivery. TumaBoda may withhold, reverse or recover any payment made in respect of a Delivery that is cancelled, not performed, or affected by fraud or manipulation, including false proof of delivery.

30.4 You must keep your registered Mobile Money details accurate. TumaBoda is not liable for payments made to the account registered on your Rider account.

30.5 You are responsible for accounting for your own taxes on amounts you earn, and you acknowledge that TumaBoda may be required by law to deduct withholding tax or other statutory deductions from payments to you and to remit them to the relevant authority.

31.1 You provide, at your own cost, your motorcycle, smartphone, data, fuel, maintenance and all other tools and expenses of performing Deliveries.

31.2 TumaBoda may issue you with branded items such as boxes, bags, jackets or helmets. Branded items remain the property of TumaBoda, must be used only for Deliveries under these Terms, must be kept in good condition, and must be returned on demand or on deactivation of your account, failing which their replacement cost may be deducted from amounts due to you.

31.3 You must maintain in force the insurances required by law for your motorcycle and its commercial use. TumaBoda does not insure you, your motorcycle or third parties on your behalf, and you bear all risks of injury, loss and damage arising from your riding, except to the extent any TumaBoda policy notified to you expressly provides cover.

32.1 You are liable to TumaBoda for loss of or damage to any Consignment in your custody, and for any loss TumaBoda suffers, to the extent caused by your negligence, fraud, dishonesty or breach of these Terms, including any amount TumaBoda becomes liable to pay a Business Client and the reasonable costs of investigating and resolving the matter.

32.2 TumaBoda may set off any amount you owe under these Terms against any payment due to you, and shall give you particulars of any deduction made.

33.1 While you are logged in to the Platform, TumaBoda collects and processes your device location for dispatching Deliveries, tracking Consignments, providing recipients and Business Clients with delivery status, safety and security, and fraud prevention. You consent to that processing as a condition of registration as a Rider.

34.1 You must keep confidential all information about Business Clients, recipients and TumaBoda’s operations that you obtain through the Platform, and use it only to perform Deliveries. You must process personal data of recipients and Business Clients only for the purpose of the Delivery concerned and in accordance with the Data Protection Act, 2019.

34.2 During your registration and for twelve months after it ends, you must not solicit or accept delivery work directly from any Business Client whom you served or whose identity you learned through the Platform, otherwise than through the Platform.

35.1 In addition to clause 11, TumaBoda may suspend or deactivate your Rider account immediately where any required document expires or is found to be invalid, where a safety incident, complaint or investigation so warrants, where your performance falls persistently below the standards published on the Platform, or where we reasonably suspect fraud or breach of these Terms.

35.2 On deactivation, fees properly earned for genuinely completed Deliveries will be settled in accordance with clause 30, less any set-off, and you must return all branded items in accordance with clause 31.2.

35.3 You may ask for a review of a suspension or deactivation by writing to the contact address in clause 9.4, and TumaBoda will consider the request in good faith, though its decision on review is final.