Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Ngumi Ltd ("Ngumi", "we", "our", or "us"), a company registered in Nairobi, Kenya, governing your access to and use of the Ngumi mobile application and website at ngumi.co.ke (collectively, the "Platform").

By creating an account, downloading the Ngumi app, or accessing any feature of the Platform, you confirm that:

• You have read, understood, and agree to these Terms.
• You are at least 18 years of age.
• You have the legal capacity to enter into binding contracts under Kenyan law.
• You agree to our Privacy Policy, which is incorporated into these Terms by reference.

If you are using the Platform on behalf of a business or organisation, you represent that you have authority to bind that entity to these Terms, and references to "you" include that entity.

2. Eligibility

The Ngumi Platform is available to individuals who are 18 years of age or older. We do not knowingly permit users under 18 to register. If we discover that a registered user is under 18, we will terminate their account immediately.

You may not use the Platform if:

• You have previously been banned or suspended from Ngumi for a policy violation.
• You are prohibited from using online marketplaces under any applicable Kenyan law or court order.
• You are located in a jurisdiction where access to this type of service is prohibited.

3. Accounts & Registration

Account Creation

To access most features of the Platform, you must create an account using a valid email address and password, or by signing in with Google. You agree to provide accurate, current, and complete information during registration and to keep your account information updated at all times.

Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at support@ngumi.co.ke if you suspect any unauthorised access to your account. Ngumi is not liable for any loss resulting from unauthorised access caused by your failure to secure your credentials.

One Account Per Person

You may maintain only one personal user account. Creating multiple accounts to circumvent bans, limits, or subscription restrictions is prohibited and may result in permanent suspension of all associated accounts.

Account Accuracy

Impersonating another person or entity, using a false name, or providing misleading contact information is prohibited. Ngumi reserves the right to verify account information and to suspend accounts where false information is detected.

4. The Ngumi Marketplace

Ngumi operates a peer-to-peer marketplace connecting buyers and sellers across multiple product categories and service universes — including the public market (general goods), the Technician Universe (electronics, spare parts, repair services), and the Mechanic Universe (vehicle parts and automotive services). Ngumi also facilitates a Shop-to-Shop (wholesale/B2B) trading environment for verified business sellers.

Ngumi's Role

Ngumi is a marketplace platform, not a party to transactions between buyers and sellers. We do not own, inspect, or take possession of goods listed on the Platform. We provide the infrastructure, payment facilitation, and tools that enable transactions. The contract for the sale of any goods is formed directly between the buyer and the seller.

Transaction Facilitation

Ngumi facilitates payment collection on behalf of sellers using M-Pesa. By listing a product with standard checkout enabled, sellers authorise Ngumi to collect payment from buyers and to hold and disburse those funds in accordance with these Terms. This arrangement does not make Ngumi a seller of goods or a financial institution.

Listing Standards

All listings on Ngumi must be:

• Accurate and not misleading — titles, descriptions, prices, and photos must truthfully represent the item.
• For items the seller actually owns or has a legal right to sell.
• Compliant with Kenyan law — goods that are illegal to sell in Kenya may not be listed.
• Appropriately categorised in the correct market universe and subcategory.
• Priced in Kenyan Shillings (KES).

5. Seller Obligations

Product Accuracy

Sellers are solely responsible for the accuracy of their listings, including the condition, specification, authenticity, and legality of items offered for sale. Sellers must not list:

• Counterfeit, pirated, or stolen goods.
• Items that infringe any third-party intellectual property rights.
• Hazardous materials, illegal weapons, controlled substances, or any item prohibited by Kenyan law.
• Adult content or services of a sexual nature.
• Services or goods related to gambling, lotteries, or pyramid schemes.
• Live animals or endangered species products.
• Financial instruments, currencies, or investment products.

Order Fulfilment

Upon receipt of a confirmed, paid order, sellers are obligated to:

• Prepare and dispatch the item in a timely manner and update the order status in the app.
• Deliver the correct item in the condition and specification described in the listing.
• Honour the delivery method and fee displayed to the buyer at checkout.
• Collect the buyer's OTP upon delivery and confirm it in the app to release funds.

Failure to fulfil confirmed orders may result in refunds to buyers, suspension of the seller account, and/or clawback of any applicable funds from the seller's Ngumi wallet.

Delivery Responsibility

Where sellers offer self-managed delivery ("Seller Delivery"), the seller is fully responsible for the logistics, safety, and completion of that delivery. Ngumi is not liable for lost, damaged, or delayed deliveries under seller-managed arrangements.

Seller Identity Verification

Sellers who apply for Verified Seller status consent to submitting a valid Kenyan government-issued ID (National ID, Passport, or similar) for identity verification. Verification data is handled as described in our Privacy Policy. Verification status may be revoked at any time if fraudulent activity is detected.

Tax Obligations

Sellers are solely responsible for declaring and paying all applicable taxes on income earned through the Platform, including income tax and VAT where applicable under Kenyan law. Ngumi does not withhold taxes on behalf of sellers. Transaction records available in your seller dashboard may assist your tax obligations.

Subscription Limits

The number of active listings, images per listing, offer posts, and other features available to a seller are governed by their current subscription tier. Sellers who exceed free-tier limits must upgrade to a paid subscription plan. Limits are enforced automatically and are non-negotiable except as provided in the relevant subscription plan.

6. Buyer Obligations

By placing an order on Ngumi, you confirm that:

• You have the legal right to purchase the item and to use the M-Pesa number provided for payment.
• The delivery address you provide is accurate and accessible.
• You will be available to receive delivery within the agreed timeframe and to provide the OTP to the seller upon receipt.
• You will not initiate chargebacks or dispute M-Pesa transactions for fulfilled orders without first contacting Ngumi support.
• You will not abuse the Cash-on-Delivery commitment fee system — repeatedly placing COD orders with no intent to complete the purchase is prohibited and may result in account suspension.

Order Confirmation

Once a buyer pays and the M-Pesa transaction is confirmed, the order is binding. Cancellations after payment are subject to the seller's fulfilment status. If the seller has not yet prepared the item, Ngumi may facilitate a cancellation and refund. Once the item has been dispatched, cancellations are at the seller's discretion.

OTP Delivery Confirmation

Upon receiving a delivery, buyers must provide the unique OTP displayed in their Ngumi order history to the seller or rider. This OTP is the mechanism by which payment is released to the seller. Do not share the OTP before you have physically received and inspected the item. Sharing the OTP constitutes confirmation that delivery is complete.

7. Payments, Fees & Wallet

Payment Processing

All transactions on Ngumi are processed through M-Pesa via Safaricom's Daraja API. By initiating a payment, you authorise Ngumi to trigger an M-Pesa STK Push request to your registered phone number. Payment is only confirmed when Safaricom sends a successful callback to Ngumi. Ngumi does not receive or store your M-Pesa PIN.

Platform Commission

Ngumi charges a platform commission on completed full-payment transactions. The current commission rate is 5% of the transaction value, subject to a minimum commission of KSh 15 per transaction. This commission is deducted from the payment before the net amount is credited to the seller's Ngumi wallet. Ngumi reserves the right to amend commission rates with 30 days' notice to sellers.

Transfer Fees

An applicable M-Pesa transfer fee (based on Safaricom's published fee schedule for the transaction amount) may be deducted from the seller's payout where Ngumi absorbs the M-Pesa transfer cost. The exact deduction is displayed to sellers in the earnings preview before listing and in their wallet transaction history.

Cash-on-Delivery Commitment Fee

For COD orders, a non-refundable buyer commitment fee (minimum KSh 50, as determined by the delivery provider's configuration) is charged at checkout. This fee confirms buyer intent and is retained by Ngumi as a facilitation charge. It is not a deposit against the product price. The product price remains payable in cash to the seller upon delivery.

Seller Wallet

Net earnings from completed orders are held in your Ngumi seller wallet. Wallet funds are not M-Pesa money; they are credit recorded within the Ngumi system. Ngumi holds wallet funds in trust for sellers pending payout.

Payouts

Sellers may request a payout of their available wallet balance on Fridays, subject to a minimum withdrawal threshold of KSh 500. Payouts are processed to the seller's registered primary payout method (M-Pesa or bank account) and require verification by OTP sent to the account owner. Ngumi reserves the right to delay or withhold payouts where fraud is suspected or where a dispute is pending on an associated order.

Refunds

Refunds are issued where:

• A seller fails to fulfil a confirmed order within a reasonable timeframe.
• The item received materially differs from the listing description and the buyer reports the issue to Ngumi within 24 hours of delivery confirmation.
• A payment is confirmed by M-Pesa but the order cannot be created due to a system error.

Refunds are processed back to the buyer's M-Pesa account. Processing times depend on Safaricom and may take up to 3–7 business days. Ngumi does not issue refunds for change-of-mind after delivery has been confirmed by OTP.

Disputes

In the event of a dispute between a buyer and seller, both parties should first attempt to resolve it through the in-app messaging system. If unresolved, either party may escalate to Ngumi support at support@ngumi.co.ke. Ngumi's decision on dispute resolution is final within the Platform.

8. Delivery & OTP System

Delivery Methods

Sellers may offer one or more of the following delivery options, subject to their subscription tier:

• Collection / Meetup: The buyer collects the item directly from the seller. No delivery fee applies. Payment is handled through Ngumi's standard checkout.
• Seller Delivery: The seller handles delivery using their own logistics. A seller-specified delivery fee applies and is displayed to the buyer at checkout. Seller must configure delivery coverage areas in the app.
• Ngumi Delivery: Delivery managed by Ngumi's integrated delivery partner network. Fee is calculated based on origin and destination areas at checkout.

OTP Confirmation System

Ngumi uses a unique one-time password (OTP) system to confirm physical delivery of goods. When a seller marks an order as "Out for Delivery", a unique OTP is generated and displayed to the buyer in their order history. The seller must collect this OTP from the buyer at the point of handover and enter it in the Ngumi app to confirm delivery and trigger payment release. This system protects both parties:

• Buyers: Payment is not released until you physically receive the item and share the OTP.
• Sellers: The OTP provides irrefutable confirmation that delivery occurred, protecting against false "not delivered" claims.

Ngumi is not responsible for disputes arising from a buyer sharing the OTP before receiving or inspecting the item.

9. Subscription Plans

Plan Types

Ngumi offers subscription plans across three market universes — Seller (public market), Technician, and Mechanic — as well as a free tier for all users. Paid plans unlock higher listing limits, additional image uploads, offer post slots, standard checkout with delivery, seller analytics, and team management features. Plan details, pricing, and included features are displayed in the app's subscription screen and are subject to change.

Payment

Subscription fees are paid via M-Pesa STK Push. A subscription is activated only upon confirmed M-Pesa payment. Subscription periods (monthly, quarterly, semi-annual, or annual, depending on the plan) begin from the date of confirmed payment.

Renewals

Ngumi subscriptions do not auto-renew. You must manually renew your subscription before it expires to maintain elevated limits and features. Upon expiry, your account reverts to the free tier. Existing listings are not deleted upon downgrade but may become inactive if they exceed free-tier limits.

No Refunds on Subscriptions

Subscription fees are non-refundable once payment is confirmed, except where Ngumi is unable to provide the subscribed features due to a platform error on our part. If you believe you were incorrectly charged, contact us within 7 days at support@ngumi.co.ke.

Pioneer & Promotional Access

Ngumi may offer free or discounted access to certain plans during promotional periods. Promotional access is granted at Ngumi's discretion and may be withdrawn at any time with reasonable notice. Promotional plans are subject to all other Terms applicable to the equivalent paid plan.

10. Workspaces & Team Management

Business Workspaces

Verified sellers may create a business workspace ("Shop") and invite team members to manage that shop collectively. The workspace owner is solely responsible for all actions taken by team members within that workspace, including product listings, order management, and customer communications.

Team Member Roles

Owners have full access to all workspace features including subscription management, payout settings, team management, and financial data. Employees may list products, process orders, respond to messages, and manage inventory on behalf of the business, but cannot access financial settings, payout methods, or team management.

Invitations

Team invitations are sent via email and are valid for 7 days. Invitation links are single-use and may only be accepted by the person whose email address was specified at the time of invitation. Sharing invitation links is prohibited.

Business Products

Products listed under a business workspace belong to the workspace, not to the individual employee who uploaded them. If an employee leaves or is removed, the products and all associated orders, chats, and data remain with the workspace.

Subscription Inheritance

The capabilities available to a workspace — including delivery options, listing limits, and offer slots — are determined by the subscription tier held by the workspace owner, not by the individual team members' personal subscriptions.

11. Community, Content & User-Generated Material

Community Features

Ngumi provides community features including public feeds, community posts (text, images, video), offers, questions, comments, replies, the "Needed" section, direct messaging, and product reviews. Access to specific community universes (Public, Technician, Mechanic, Seller) may require the appropriate subscription.

Your Content

You retain ownership of content you create and post on Ngumi ("User Content"). By posting User Content on the Platform, you grant Ngumi a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, display, reproduce, and distribute that content on the Platform and in connection with promoting the Platform. This licence ends when you delete the content or close your account, subject to the data retention provisions in our Privacy Policy.

Content Standards

All User Content must comply with Kenyan law and our community standards. You must not post content that:

• Is false, misleading, or fraudulent.
• Is defamatory, abusive, threatening, harassing, or hateful.
• Is obscene, pornographic, or sexually explicit.
• Infringes any third-party copyright, trademark, or other intellectual property right.
• Promotes illegal activity, scams, or pyramid schemes.
• Contains malware, spam, or phishing material.
• Violates the privacy of any third party, including sharing personal data without consent.
• Constitutes unsolicited commercial advertising not related to the Platform's marketplace purpose.

Content Moderation

Ngumi reserves the right (but not the obligation) to review, remove, or restrict User Content that violates these Terms or our community guidelines, at our sole discretion and without prior notice. We may use automated moderation tools alongside human review. Repeated violations will result in account suspension or permanent ban.

Reviews

Product reviews must be based on genuine first-hand experience with the item or seller. Fake reviews — whether positive (self-promotion) or negative (competitor sabotage) — are prohibited. Ngumi may verify reviews against order history and remove any review that cannot be substantiated.

Offer Posts

Community offer posts must accurately represent the linked product. The product must be currently listed and available for purchase on Ngumi at the time of posting. Offers for products not available on the Platform, or using misleading imagery, are prohibited.

12. Prohibited Conduct

In addition to content standards, the following conduct is strictly prohibited on the Platform:

• Attempting to manipulate search results, feed algorithms, or product visibility through artificial means.
• Attempting to circumvent subscription limits through account duplication or other technical means.
• Reverse engineering, decompiling, or attempting to extract the source code of the Ngumi application.
• Using automated bots, scrapers, or scripts to access the Platform without Ngumi's written permission.
• Attempting to gain unauthorised access to any account, server, or system associated with Ngumi.
• Conducting transactions outside the Platform to avoid Ngumi's fees after initiating contact through Ngumi.
• Coordinating with other users to submit fake or dishonest reviews.
• Using the Needed section to solicit goods or services that are prohibited under these Terms.
• Using the Platform to facilitate money laundering, fraud, or any other illegal financial activity.
• Harassing, bullying, or threatening other users through any feature of the Platform.
• Impersonating Ngumi staff or representing yourself as an official Ngumi partner without written authorisation.

Violations of this section may result in immediate account suspension, permanent ban, referral to law enforcement, and/or civil legal action.

13. Intellectual Property

Ngumi's Property

The Ngumi name, logo, brand identity, application design, software code, databases, AI models, and all other Platform technology are the exclusive property of Ngumi Ltd and are protected by applicable intellectual property laws. Nothing in these Terms grants you any right to use Ngumi's intellectual property for any purpose outside of using the Platform in the ordinary manner contemplated by these Terms.

Third-Party IP

You must not list, reproduce, or distribute any item, image, or content that infringes third-party intellectual property rights. If you are a rights holder and believe infringing content has been published on Ngumi, contact us at support@ngumi.co.ke with details of the alleged infringement and we will investigate promptly.

Feedback

If you submit suggestions, feedback, or ideas about improving Ngumi, you agree that Ngumi may use such feedback freely without any obligation to compensate you or to maintain its confidentiality.

14. AI Features & AI Assistant

Ngumi includes an AI-powered shopping assistant and AI-based product search features (including semantic similarity search). By using these features, you acknowledge the following:

• AI responses are generated automatically and may not always be accurate, complete, or up to date. Do not rely solely on AI recommendations for significant purchase decisions.
• AI features are provided for convenience and are not a guarantee of product availability, pricing, or quality.
• AI-suggested product categories during listing creation are recommendations only. You are responsible for verifying and correcting the category before publishing a listing.
• You must not attempt to manipulate, "jailbreak", or misuse the AI assistant to generate prohibited content, circumvent platform rules, or extract proprietary information.
• Ngumi may use anonymised, aggregated interaction data to improve AI models, as described in our Privacy Policy.

15. Game Centre

Ngumi includes an in-app Game Centre featuring games such as Tetris, Snake, and 2048. These features are provided for entertainment only. Scores submitted to the public leaderboard are visible to all users. Ngumi implements server-side score verification using cryptographic signatures to detect and reject artificially inflated scores. Attempting to manipulate game scores, bypass verification, or submit fraudulent leaderboard entries is prohibited and will result in disqualification and possible account suspension.

No monetary prizes, refunds, or compensation of any kind are awarded in connection with Game Centre performance.

16. Termination & Suspension

By You

You may close your account at any time through the Ngumi app settings or by contacting support@ngumi.co.ke. Account closure does not entitle you to a refund of any unused subscription period. Outstanding wallet balances will be paid out subject to the standard payout conditions, provided no disputes or investigations are pending.

By Ngumi

Ngumi may suspend or permanently terminate your account, with or without notice, if:

• You violate any provision of these Terms.
• You engage in fraudulent, deceptive, or illegal activity on the Platform.
• We receive a valid legal directive requiring us to do so.
• Continuing to provide service to you poses a risk to the safety of other users or the Platform.
• You have not used your account for an extended period and we need to reclaim resources (in which case we will provide reasonable prior notice).

Upon termination by Ngumi for cause, any wallet balance associated with fraudulent activity may be forfeited. Termination does not relieve you of obligations arising from transactions completed before termination.

Effect of Termination

Upon termination for any reason, your right to access and use the Platform ceases immediately. Sections 7 (Payments), 12 (Prohibited Conduct), 13 (Intellectual Property), 16 (Termination), 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), 20 (Disputes), and 21 (Governing Law) survive termination.

17. Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY KENYAN LAW. NGUMI SPECIFICALLY DISCLAIMS:

• Any warranty that the Platform will be uninterrupted, error-free, secure, or free from viruses or harmful code.
• Any warranty regarding the quality, accuracy, completeness, or fitness for purpose of any listing, product, or content on the Platform.
• Any warranty that M-Pesa payment processing will always be available or instantaneous — payment processing depends on Safaricom's systems, which are outside Ngumi's control.
• Any liability for the acts or omissions of sellers, buyers, or other users on the Platform.

Ngumi does not endorse any seller, product, or listing on the Platform. Buyers transact with sellers at their own risk, subject to the protections provided by Ngumi's escrow payment and OTP delivery confirmation systems.

18. Limitation of Liability

To the maximum extent permitted by applicable Kenyan law, Ngumi Ltd and its directors, employees, agents, and affiliates shall not be liable for:

• Any indirect, incidental, consequential, punitive, or special damages arising out of or related to your use of the Platform.
• Loss of profits, revenue, data, or business opportunities.
• Damages arising from the conduct of other users, including fraud, non-delivery, or misrepresentation by sellers or buyers.
• Damages arising from third-party service disruptions, including M-Pesa downtime or Safaricom network outages.
• Loss or corruption of data stored on the Platform.

Where liability cannot be excluded by law, Ngumi's total liability to you for any claim arising under these Terms shall not exceed the total amount you paid to Ngumi (in commissions or subscription fees) in the three months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by Ngumi's negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under Kenyan law.

19. Indemnification

You agree to indemnify, defend, and hold harmless Ngumi Ltd and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms.
• Your User Content or listings on the Platform.
• Your use of the Platform in a manner not authorised by these Terms.
• Any transaction between you and another user, including disputes over product quality, non-delivery, or payment.
• Your infringement of any third-party right, including intellectual property rights.
• Your violation of any Kenyan law or regulation in connection with your use of the Platform.

20. Disputes Between Users

Ngumi provides an in-app messaging system and a support escalation process for resolving disputes between buyers and sellers. We encourage parties to first attempt resolution directly. Ngumi's dispute team will assess escalated disputes and may review order records, communications, and delivery confirmation data to reach a decision. Ngumi's decision on marketplace disputes is final and binding within the Platform, though it does not affect your rights under Kenyan consumer protection law.

Ngumi is not responsible for mediating disputes arising from transactions conducted entirely outside the Platform, even where the initial contact was made through Ngumi.

21. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of Kenya, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms that cannot be resolved through Ngumi's internal dispute process shall be subject to the exclusive jurisdiction of the courts of Nairobi, Kenya.

Nothing in this section limits your rights as a consumer under the Kenya Consumer Protection Act 2012 or any other mandatory consumer protection legislation.

22. Changes to These Terms

Ngumi reserves the right to update or modify these Terms at any time. Material changes will be communicated via push notification and/or a prominent in-app notice at least 14 days before the new Terms take effect (except where a change is required sooner by law or to address a security issue). The "Last Updated" date at the top of this page will reflect the most recent revision.

Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform and may close your account. The current version of these Terms is always available at ngumi.co.ke/terms.html.

23. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms presented for specific features, constitute the entire agreement between you and Ngumi regarding your use of the Platform and supersede all prior agreements or understandings.

Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Waiver

Ngumi's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of Ngumi.

Assignment

You may not assign or transfer your rights or obligations under these Terms to any third party without Ngumi's prior written consent. Ngumi may assign these Terms or any of its rights hereunder without restriction.

Force Majeure

Ngumi shall not be liable for any delay or failure to perform its obligations under these Terms where such delay or failure is caused by events beyond our reasonable control, including natural disasters, acts of government, network outages, M-Pesa or Safaricom system failures, or other force majeure events.

24. Contact Us

For questions about these Terms of Service, to report a violation, or to seek support:

• Email: support@ngumi.co.ke
• Website: ngumi.co.ke
• Company: Ngumi Ltd, Nairobi, Kenya

We aim to respond to all formal enquiries within 5 business days.