Terms of Service

Preamble: Contracting Entity, Corporate Assignment & Scope

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Kolect Technologies("Kolect", "we", "us", or "our") governing your access to and use of the Kolect multi-tenant business management platform, accounting ledgers, point-of-sale tools, inventory workflows, customer portals, and associated mobile, desktop, and web applications (collectively, the "Services").

Cross-Border Digital SaaS Basis: Kolect provides its cloud-based Software-as-a-Service (SaaS) platforms directly to organizations across Africa—including the Federal Republic of Nigeria and the Republic of Kenya—and globally on a cross-border digital SaaS basis. The provision of cloud software to organizations in Kenya does not constitute the establishment of a local physical corporate branch, and services are rendered strictly on a cross-border digital technology subscription model under applicable laws.

Section 1. Acceptance of Terms & Organizational Authority

1.1 Binding Agreement. By registering an account, creating or joining a Workspace, downloading a Kolect client application, or accessing any part of the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

1.2 Authority to Bind an Organization.If you register or use the Services on behalf of a business, company, partnership, school, educational institution, property management firm, estate association, or other legal entity, you represent and warrant that you possess full legal authority to bind that entity to these Terms. In such cases, "User", "you", and "your" refer jointly to that legal entity and the individual acting on its behalf.

1.3 Modifications to Terms. We may update these Terms periodically to reflect new platform capabilities, regulatory requirements, or commercial adjustments. Material updates will be communicated via the Services or registered email. Continued use of the Services after the effective date of revised Terms constitutes your acceptance of the updated Terms.

Section 2. Key Platform Definitions

• "Kolect": Kolect Technologies, its affiliates, successor corporate entities, and its proprietary software platforms across Android, iOS, Windows Desktop, and Web environments.
• "Workspace" (or "Space"): A logically isolated, multi-tenant digital environment provisioned within the Services for a specific organization, maintaining strict data isolation between tenants.
• "Dual-Balance Ledger": Kolect's accounting architecture that tracks two separate monetary balances for each customer profile without conflation: Receivables Balance and Store Credit Balance.
• "Receivables Balance" (or "Debt Balance"): The cumulative monetary value of unpaid invoices, credit sales, tuition arrears, rent, or service charges owed by a customer to the Workspace Owner.
• "Store Credit Balance" (or "Wallet Balance"): Internal stored-value credit, advance prepayments, or unallocated overpayments recorded within a specific Workspace ledger, representing a direct commercial obligation owed by the Workspace Owner to the customer.
• "Supported Industry Sectors": The three primary commercial configurations supported by Kolect: (1) Retail, Wholesale & Commercial SMEs, (2) Schools & Educational Institutions, and (3) Real Estate, Estates & Property Management.
• "Workspace Roles": The five hierarchical user authorization levels enforced within a Workspace: Workspace Owner, Workspace Manager, Workspace Staff, Logistics Personnel, and Customer Portal User (Kolect Personal).
• "Fulfillment Lifecycle": The seven-stage physical order and service delivery workflow: Unissued → Under Verification → Packaging → In Transit → Delivered → Accepted → Cancelled.
• "Service Data": All financial ledgers, catalog items, transaction logs, receipts, customer directories, student rosters, tenant records, communications, and metadata created or processed within a Workspace.
• "Metered Subscription Billing": Commercial billing model under which Workspaces operate without hard software lockouts on customer creation and are billed monthly based on active customer records exceeding their base plan allowance.
• "Financing & Underwriting Services": Optional working-capital evaluation, credit risk profiling, or third-party loan facilitation features integrated into the Services.
• "AI Recommendations": Automated cash flow projections, restocking alerts, receivables recovery insights, and operational analytics generated through machine learning models.

Section 3. Eligibility, Multi-Tenancy & Workspace Role Matrix

3.1 Eligibility. To register a Kolect account or establish a Workspace as a Workspace Owner, you must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction) and possess full legal capacity to enter into binding commercial contracts.

3.2 Logical Multi-Tenant Isolation. Kolect implements strict security controls designed to logically isolate each Workspace so that Service Data belonging to one Workspace cannot be accessed or modified by users of another Workspace.

3.3 Workspace Role Authorization Matrix.Access to features and financial records within each Workspace is governed by the user's assigned role:

3.4 Workspace Owner Vicarious Responsibility. The Workspace Owner bears full legal and financial responsibility for all ledger entries, refunds, price adjustments, communications, and actions performed by any Manager, Staff member, or Logistics Personnel invited or authorized under their Workspace.

Section 4. Dual-Balance Ledger & Non-Banking Disclaimer

4.1 Dual-Balance Accounting Precision. For every customer profile, the Dual-Balance Ledger maintains separate Receivables Balance and Store Credit Balance accounts calculated to exact two-decimal currency precision. Receivables and unallocated store credits are never silently netted together without an explicit, auditable ledger entry.

4.2 Customer Refund & Store Credit Mechanics:

• Store Credit Issuance (Default): Unless otherwise specified at the time of adjustment, customer refunds credit the customer's Store Credit Balance within that Workspace for application toward future invoices or purchases.
• Cash Refund Disbursements: Where a Workspace Owner or authorized staff member records a direct cash or bank refund payout, the platform verifies sufficient available Store Credit Balance, deducts the refunded amount, and records an immutable payout entry identifying the authorizing staff member and timestamp. Physical disbursement of funds outside the platform remains the sole responsibility of the Workspace Owner.

Section 5. Industry Sector Obligations

Section 6. 7-Stage Physical Goods Fulfillment Workflow

6.1 Lifecycle Progression: Physical orders tracked through Kolect progress across seven structured stages: Unissued, Under Verification, Packaging, In Transit, Delivered, Accepted, and Cancelled.

6.2 Digital Delivery Confirmation: When Logistics Personnel mark an order as Delivered, the receiving customer (via Kolect Personal) may confirm receipt, transitioning the order to Accepted and creating an evidentiary audit record of fulfillment.

6.3 Merchant Fulfillment Liability: Kolect provides workflow tracking software only. Kolect never takes physical custody of merchandise, operates no courier fleet, and bears zero liability for defective goods, shipping delays, transit damage, or fulfillment disputes between a Workspace Owner and their customers.

Section 7. Subscription Plans, Metering & Payment Terms

7.1 Subscription Tiers & Metered Billing. Workspaces subscribe to commercial plans consisting of a base monthly or annual subscription fee plus metered overage billing where active billable customer records exceed the included plan threshold during a billing cycle. To prevent business disruption during peak sales periods, Kolect does not impose sudden mid-cycle transaction lockouts when a Workspace exceeds its base customer tier; excess active customer records are tallied and billed in arrears on the subsequent billing statement.

7.2 Payment Authorization & Taxes. By providing a payment instrument or authorizing recurring payments via our licensed payment gateway partners, the Workspace Owner authorizes Kolect to charge all applicable subscription fees, metered overages, and statutory taxes.

7.3 Delinquency, Grace Periods & Suspended Mode:

• If a scheduled subscription payment fails or an invoice becomes overdue, the Workspace enters a strict operational grace period:
  • Pioneer Tier: Strictly three (3) calendar days of grace.
  • Standard Paid Tiers (Starter, Pro, Growth, Enterprise): Strictly seven (7) calendar days of grace.
• During the grace period, operational access continues uninterrupted with an advisory notice.
• If payment remains unsettled upon expiration of the grace period, the Workspace transitions to Suspended Mode (permitting historical data viewing and recording incoming debt collections, while pausing new sales checkout and catalog additions) until arrears are cleared.
• All paid subscription fees and metered usage charges are non-refundable except where expressly required by mandatory law.

Section 8. Ethical Debt Recovery & In-Platform Communications

8.1 Prohibition on Abusive Collection Practices. Kolect provides automated invoice notifications, SMS/WhatsApp payment reminders, and in-platform messaging tools solely to facilitate transparent commercial communication. Workspace Owners and their personnel are strictly prohibited from using Kolect to engage in:

• Threats, intimidation, cyberbullying, or defamatory broadcasts ("debt-shaming") directed at debtors, guarantors, students, or tenants;
• Unauthorized contact with third parties not legally obligated on the account; or
• Any deceptive or unlawful debt collection practice prohibited by the Central Bank of Nigeria, the Federal Competition and Consumer Protection Commission (FCCPC), the Central Bank of Kenya, or the Office of the Data Protection Commissioner (ODPC).

8.2 Suspension for Communications Abuse. Violation of Section 8.1 constitutes a material breach of these Terms and grounds for immediate suspension of messaging capabilities or termination of the offending Workspace without refund.

Section 9. Financing Services & Credit Underwriting Disclaimers

9.1 Opt-In Cash Flow Evaluation. Workspace Owners may voluntarily opt in to have their aggregated Workspace cash flow metrics evaluated for working-capital loans, invoice factoring, or credit facilities offered in partnership with licensed financial institutions.

9.2 No Guarantee of Credit Approval. Kolect does not guarantee that any Workspace Owner will qualify for or receive financing. Final credit underwriting decisions, interest rates, repayment schedules, and loan covenants are determined exclusively by the participating licensed lender under a separate credit agreement.

9.3 Protection of Third-Party Debtors. In strict compliance with our Privacy Policy, third-party debtor, student, or tenant Personal Data is never shared with lenders during Workspace credit evaluations.

Section 10. AI Recommendations & Advisory Disclaimer

Kolect provides automated cash flow forecasts, inventory restocking prompts, and receivables risk indicators ("AI Recommendations") as informational decision-support tools only.

Section 11. Intellectual Property Rights & Platform Security

11.1 Kolect Intellectual Property. Kolect retains all right, title, and interest (including all copyrights, trade secrets, database architectures, trademarks, and source code) in and to the Services. Kolect grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal organizational operations.

11.2 Ownership of Service Data. As between Kolect and the Workspace Owner, the Workspace Owner retains full ownership of all Service Data uploaded or generated within their Workspace.

11.3 Technical Restrictions & Idempotent Operations. You agree not to reverse-engineer, decompile, scrape, probe, or attempt to circumvent our multi-tenant access controls, authentication mechanisms, or rate limits.

Section 12. Disclaimers, Limitation of Liability & Corporate Shield

Section 13. Workspace Owner Indemnification

You agree to defend, indemnify, and hold harmless Kolect, its affiliates, officers, directors, and employees from and against any third-party claims, regulatory fines, damages, losses, liabilities, costs, and reasonable legal fees arising out of or relating to:

1. Your breach of these Terms or violation of any applicable law or regulation;
2. Your failure as a Data Controller to obtain required statutory consents (including parental consent for minor students under the NDPA 2023 or Kenya DPA 2019);
3. Any dispute between a Workspace Owner and any customer, debtor, parent, student, or tenant regarding store credit balances, cash refunds, product fulfillment, tuition, or tenancy charges; or
4. Any abusive, defamatory, or unlawful debt collection communication initiated through your Workspace.

Section 14. Account Termination, Data Retention & Statutory Archiving

Section 15. Governing Law & Dispute Resolution

15.1 Mandatory Informal Resolution (30 Days). Before initiating formal arbitration, the aggrieved party must send a written Notice of Dispute. The parties shall attempt in good faith to resolve the dispute through informal negotiation within thirty (30) calendar days.

15.2 Governing Law & Binding Commercial Arbitration in Abuja. These Terms shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria.

If unresolved within thirty (30) days, the dispute shall be referred to and finally resolved by binding commercial arbitration in accordance with the Arbitration and Mediation Act, 2023 of the Federal Republic of Nigeria. The seat and venue of arbitration shall be Abuja, Federal Capital Territory, Nigeria, conducted in English by a sole arbitrator appointed by the Chairman of the Chartered Institute of Arbitrators (UK) Nigeria Branch.

15.3 Class Action Waiver.To the fullest extent permitted by law, all claims must be brought in the parties' individual capacities, and not as a plaintiff or class member in any class, collective, or representative proceeding.