Terms for businesses using Tumikia.

Who these terms are between

These terms are between ADWARI CORPORATION LIMITED, registration number PVT-OD16ZE25, trading as Tumikia ("Tumikia", "we", "us"), and the business that signs up to use Tumikia ("you"). They apply to restaurants, bars, hotels, food courts, event organisers and the staff they give access to.

The person who accepts these terms confirms that they are authorised to accept them for the business.

Diners and guests who order, book or buy tickets through Tumikia use it under the diner terms, not these terms.

The service

Tumikia provides:

• QR ordering and payment for diners;
• station screens for kitchens, bars, floors and front desks;
• dashboards for owners and managers.

Which features a location has depends on its plan and any add-ons switched on for it.

Changes to the service

• We improve Tumikia regularly, and features may change.
• We won't remove a main feature included in your plan without telling you at least 30 days before. If that change doesn't suit you, you can leave before it applies.

Loyalty and campaigns

• Your loyalty programme is yours. You set its rules in Tumikia, and the points your diners redeem are a discount you give.
• Campaigns are sent by Tumikia on your behalf, only to diners who have agreed to receive them. You're responsible for what your campaigns say.
• We may refuse or stop a campaign that breaks the law or these terms.

Payments

• M-Pesa payments go straight to your own till or Paybill. Tumikia is not a party to them and never holds that money.
• Your staff confirm each M-Pesa code on your own M-Pesa before an order reaches the kitchen. The message on a diner's phone is not proof of payment.
• Card payments on the diner's phone are processed by our card partner. They settle to your M-Pesa or bank account within 2 business days, less the card fee set out in Fees and billing.
• Your card details. To receive card payments, you provide the business details our card partner needs to verify your business.
• Card terminal payments and cash are recorded on the bill. Tumikia adds nothing to them.

Fees and billing

What you pay

• Your plan. A monthly fee per location, at the rate in your written quote or order. Add-ons you choose for a location, such as Channel prices or Group loyalty, are charged monthly on top of it.
• Card payments on your diners' phones. from 2.5% of each card payment. It's deducted before the payment settles to your M-Pesa or bank account, within 2 business days.
• M-Pesa, cash and card terminals. Tumikia adds nothing to these.
• Campaign credits. Some plans include a monthly allowance. Included credits that aren't used by the end of the month don't carry over. You can buy more by M-Pesa or card, and credits you buy never expire.

Invoices

• We invoice monthly, in Kenyan shillings, by email to the account owner.
• Groups receive one consolidated invoice, with a line per location.
• Prices exclude VAT. VAT is added to each invoice at the rate in force on the invoice date.
• Your first invoice covers the rest of the month in which you start, charged for the days remaining.

Paying

• Invoices are due within 7 days of the invoice date.
• You can pay by M-Pesa Paybill or bank transfer, using the details on the invoice.

Late payment

• If an invoice is unpaid on its due date, we'll remind you by email.
• If it's still unpaid 14 days after the due date, we may restrict your account until it's paid. We'll warn you at least 7 days before.
• While your account is restricted, ordering and payments keep working, so your diners are never affected. Dashboards, reports and optional features may be paused.
• We will never delete your data because a payment is late.

Price changes

• We'll tell you at least 30 days before a price changes.
• A new price applies from your next billing month after the notice ends.
• If you don't accept it, you can leave before it applies, and you'll pay nothing at the new price.

Refunds and leaving

• You can stop using Tumikia with 30 days' notice. You pay up to the end of the notice period.
• Fees for a month already started aren't refunded, except where the law requires it.
• When a card payment is refunded to a diner, the amount refunded is deducted from your card settlements. The card fee on the original payment isn't returned.

Disputes about an invoice

• Tell us within 30 days of the invoice date.
• While we look into it, you only need to pay the part you don't dispute.

Your responsibilities

Your account and access

• Keep your business details accurate: legal name, address, locations and the account owner's contact details.
• Keep sign-in details and two-factor codes to the people they belong to. Each staff PIN is personal and must never be shared.
• Remove staff from Tumikia as soon as they leave, and give each person only the access their role needs.
• Keep station tablets and other devices signed in to Tumikia in a safe place. If one is lost or stolen, remove it from your dashboard straight away.
• Tell us immediately at [email protected] if you think someone has used your account without permission.

Payments

• Confirm every M-Pesa code on your own M-Pesa before you confirm it in Tumikia. The message on a diner's phone is not proof of payment, because fake confirmation messages exist. If you confirm a code without checking it, the loss is yours.
• Keep your till, Paybill and account details correct, along with the name M-Pesa shows. Diners see those details at checkout and pay them directly.
• Keep the account your card payments settle to correct and in your business's name.
• Record the terminal's reference on the bill for every card terminal payment, and count your cash at each close.
• Handle refunds to your diners. The sale is between you and the diner.

Your menu, prices and what you sell

• Keep your menu, prices, taxes, service charges and availability accurate. Diners pay the prices you set.
• Make sure the ingredient, allergen, dietary and origin information you show is accurate. Food safety and hygiene are your responsibility.
• Check a diner's age before serving alcohol or any other age-restricted item, as the law requires.
• Sell only what you are licensed and allowed to sell.

Law and tax

• Hold every licence and permit your business needs, for example your business permit, food hygiene certificate and liquor licence.
• Meet your own tax obligations, including VAT and issuing tax receipts to KRA's requirements.
• Tumikia's eTIMS integration isn't available yet. Until it is, issuing compliant tax receipts is entirely your responsibility.
• Follow the employment law that applies to your staff.

Your diners

• Prepare and serve every order you confirm. If you can't, tell the diner promptly and refund them.
• Honour the booking cancellation windows and deposit rules you set, and the points rules of your loyalty programme.
• If you run events: run each event as advertised, and handle refunds under the refund policy you show to buyers.
• If you're a food court or a stall: each stall is responsible for its own orders, payments and refunds.
• If you're a hotel: your staff are responsible for answering guests' requests and room-service orders.

Data

• Use what Tumikia shows you about diners only to serve them: their orders, tables, rooms and payments.
• Don't try to collect, copy or work out diners' contact details from Tumikia. You reach your diners through Tumikia's campaigns.
• You're responsible for the information you enter about your staff, and for having the right to enter it. For that information, you are the data controller and Tumikia processes it on your behalf, only to provide the service.

Equipment and connection

• Provide the devices and the internet connection your locations use. Tumikia needs a data connection to take orders and confirm payments.
• Keep a fallback, such as paper order pads and a way to take payment, so you can keep serving if your connection or power fails.

What you must not do

• Use Tumikia for anything illegal or fraudulent, including fake orders, fake payments or fake reviews.
• Share, resell or lend access to Tumikia outside your business.
• Copy, reverse-engineer or try to break into Tumikia, or deliberately overload it.
• Use Tumikia to send messages diners haven't agreed to receive.
• Upload anything you don't have the right to use, such as dish photos or logos that belong to someone else.

If these responsibilities aren't met

• If you seriously break these terms, we may suspend all or part of your account. We'll warn you first and give you 7 days to fix it.
• Where there is fraud, a security risk or harm to diners, we may suspend straight away and tell you why.

Your content and our software

• Your content. Your menu, dish photos, logo and other content you upload stay yours. You allow Tumikia to use them to run the service: to show them to your diners, in your storefront and in your campaigns.
• Our software. Tumikia, its software, design and brand belong to ADWARI CORPORATION LIMITED. These terms give you the right to use Tumikia for your business while they last, and no other rights.
• Your suggestions. If you send us suggestions, we may use them to improve Tumikia, with no obligation to you.

Diner data and security

• Diners' contact details stay with Tumikia and are never shared with your business. You see aggregates and reach your diners through Tumikia.
• Security. We protect the data in Tumikia with appropriate security measures.
• Breaches. If a security breach affects your data, we'll tell you without undue delay.
• More detail is in the privacy policy.

Confidentiality

Each side keeps the other's non-public business information confidential, and uses it only for these terms. This includes your sales figures and our pricing. It doesn't apply to information that is already public, or that the law requires a side to disclose.

Availability

• Current status is published on the system status page.
• Tumikia needs a data connection to take orders and confirm payments. Event door scanning needs one too.
• From time to time we need to carry out maintenance. Where we can, we schedule it outside service hours and announce it on the system status page beforehand.

Ending, liability and law

Ending these terms

• You can leave with 30 days' notice, as set out in Fees and billing.
• We can end these terms with at least 60 days' notice, for any reason.
• We can end or suspend straight away if:
• you seriously break these terms and don't fix it within the time we give you;
• there is fraud, a security risk or harm to diners;
• your business becomes insolvent or stops trading.
• You can end straight away if we seriously break these terms and don't fix it within 30 days of you telling us.

When the terms end

• Card payments already made still settle to your account as normal, less the card fee.
• Fees up to the end date remain due.
• You can export your menu, orders and reports for 30 days after the end date. After that, we close your account. We delete your data, except what the law requires us to keep, as set out in the privacy policy.
• Your diners keep their own Tumikia accounts. Points earned at your locations can be redeemed there until the end date, and we tell your diners at least 30 days before.
• Sections that by their nature should continue, such as fees owed, confidentiality, liability and law, continue after the end.

What we're responsible for

• We work to keep Tumikia running and to fix problems quickly.
• We provide Tumikia as it is and as available. We don't promise that it will never be interrupted or contain errors.

What we're not responsible for

• M-Pesa, which is run by Safaricom, and outages on its side.
• Banks, card networks and our card partner, and outages on their side.
• Your internet connection, power and devices.
• Losses from an M-Pesa code confirmed without checking it on your own M-Pesa.
• Your menu, food, prices, licences and tax obligations, including tax receipts.
• What your staff do with the access you give them.

Limit on our liability

• Our total liability to you under these terms, in any 12-month period, is limited to the fees you paid us in that period.
• We aren't liable for indirect or consequential losses, such as lost profits, lost revenue or lost goodwill.
• Nothing in these terms limits liability where the law doesn't allow it to be limited, such as for fraud.

Your responsibility to us

You'll cover our reasonable costs and losses if a claim is made against us because of any of these:

• your food;
• your prices;
• your licences;
• your taxes;
• content you upload;
• your breach of these terms.

Events outside anyone's control

Neither side is responsible for a delay or failure caused by something outside its reasonable control, such as a national power or network outage, a natural disaster or a government order.

Changes to these terms

• We'll tell you at least 30 days before a change that affects you. Account owners are notified by email and asked to read and accept the new version in their dashboard.
• If you don't accept a change, you can leave before it applies.

Law and disputes

• These terms are governed by the laws of Kenya.
• If we disagree, we'll first try to settle it in good faith, within 30 days of one side raising it in writing.
• If that fails, the dispute goes to the courts of Kenya sitting in Nairobi.

General

• The whole agreement. These terms, your quote or order, and the privacy policy are the whole agreement between us.
• If one part is invalid, the rest still applies.
• Transfers. You can't transfer these terms to someone else without our written agreement. We can transfer them to a company that takes over Tumikia's business, and we'll tell you.
• Languages. These terms are available in English and French. If the two versions differ, the English version applies.
• Notices. We send notices by email to the account owner. You send notices to [email protected].