1 Definitions and Interpretation

In these Terms of Service, the following definitions apply unless the context requires otherwise:

2 Acceptance of Terms

2.1 By registering a Business Account, sending your first message to the FAIDIA WhatsApp bot, accessing the FAIDIA web platform, accepting a Loan, or using any FAIDIA Service, you enter into a legally binding contract with FAIDIA governed by these Terms of Service.

2.2 You confirm that you are at least 18 years of age, have the legal capacity to enter into binding contracts under Kenyan law, and that any business you register on the Platform is lawfully constituted and operating in compliance with applicable Kenyan law.

2.3 If you are using the Platform on behalf of a business entity, you represent and warrant that you are duly authorised to bind that entity to these Terms.

2.4 FAIDIA reserves the right to amend these Terms at any time. Amended Terms will be posted on our website and communicated via WhatsApp or email with at least 14 days’ notice before taking effect. Your continued use of the Platform after the effective date constitutes your acceptance of the revised Terms. If you do not accept the amended Terms, you must close your account before the effective date.

3 Eligibility and Registration

3.1 Eligibility Criteria

To use FAIDIA Services, you must:

• Be at least 18 years of age
• Be a resident of Kenya (or an eligible East African jurisdiction where FAIDIA operates)
• Own or operate a legitimate business (including informal businesses, sole proprietorships, partnerships, and registered companies)
• Possess a valid Kenyan phone number capable of using WhatsApp
• Possess a valid M-Pesa account (required for Financial Services)
• Not be blacklisted, debarred, or subject to sanctions under applicable Kenyan law
• Not have a currently outstanding unpaid debt or active fraud flag with FAIDIA

3.2 Registration and Account Setup

3.2.1 Registration is initiated by messaging the FAIDIA WhatsApp bot or completing our web registration form. You must provide accurate, complete, and current information at all times.

3.2.2 You are responsible for maintaining the confidentiality of your account credentials and the security of your registered WhatsApp number. You must notify FAIDIA immediately at support@faidia.com if you suspect unauthorised access to your account.

3.2.3 FAIDIA may reject any application for a Business Account at its sole discretion without being required to provide reasons.

3.2.4 You may only hold one Business Account. Opening duplicate accounts is prohibited and may result in immediate termination of all your accounts.

3.3 Know Your Customer (KYC) Verification

3.3.1 All users must complete identity verification as required by FAIDIA and applicable anti-money laundering laws. KYC requirements include providing a valid National ID or Passport, your business name and address, and your M-Pesa number.

3.3.2 Additional verification (including supplier verification, physical shop visits, and document submission) is required before accessing Financial Services. FAIDIA may conduct these verifications directly or through authorised agents.

4 Description of Services

4.1 Business Tracking Services (Free Core Product)

FAIDIA provides a daily business tracking service via WhatsApp that enables Users to:

• Record daily sales totals (cash and M-Pesa) through simple WhatsApp messages
• Receive automated daily, weekly, and monthly financial summaries
• Upload supplier invoices (via photograph) for automated tracking and data extraction
• Track purchases, supplier spending, and cost of goods
• Monitor basic inventory levels and receive stock alerts
• Track customer credit (debtors) and supplier payables
• Access business performance insights and trend analysis

4.2 Working Capital Loans

4.2.1 Eligible Users may apply for short-term working capital loans to fund stock purchases and business operations. Loan eligibility is determined by FAIDIA’s proprietary credit scoring model, based on verified trading history, M-Pesa transaction data, supplier verification, and other factors.

4.2.2 Loans are subject to a separate Loan Agreement presented to you at the time of each loan offer. These Terms of Service apply in addition to the Loan Agreement.

4.2.3 Loan tiers and maximum limits are as follows (subject to change based on creditworthiness assessment):

4.2.4 Repayment is collected automatically through daily deductions from your M-Pesa business account in amounts specified in your Loan Agreement. By accepting a Loan, you authorise FAIDIA (or its licensed payment partner) to deduct daily repayment instalments directly from your M-Pesa account until the full outstanding amount is repaid.

4.2.5 FAIDIA is not a licensed bank or deposit-taking institution. Lending products are offered in partnership with licensed financial institutions where required by CBK regulations. The specific licensed lender will be identified in each Loan Agreement.

4.3 Supplier Credit (Buy Now, Pay Later)

4.3.1 The Supplier Credit facility allows eligible Users to order stock from verified suppliers with payment deferred for up to 30 days. FAIDIA guarantees payment to the supplier and collects the corresponding amount (plus the applicable service fee) from the User within the agreed credit period.

4.3.2 The Supplier Credit fee is [INSERT PERCENTAGE]% of the order value, charged to the User. Suppliers receive payment from FAIDIA within 7 Working Days of order confirmation.

4.3.3 No cash is disbursed to the User under this facility. Credit is applied exclusively to purchases from verified, participating suppliers.

4.4 Payment Processing

FAIDIA may facilitate payments between Users and their suppliers through the Platform, including M-Pesa payments on behalf of Users. A transaction fee of KES [INSERT FEE] per payment applies. FAIDIA is not responsible for goods or services not delivered by suppliers.

4.5 Insurance Distribution

FAIDIA may offer stock insurance and other products distributed in partnership with licensed insurance underwriters. Insurance products are subject to the terms of the relevant policy documents provided at purchase. FAIDIA acts as a distribution intermediary and does not itself underwrite insurance risk. All claims are processed directly by the relevant underwriter.

4.6 Tax Filing Assistance

FAIDIA may facilitate the preparation and filing of tax returns through partner accounting firms. The accuracy of your tax filings remains your sole responsibility. FAIDIA does not provide tax advice and is not liable for errors or omissions in filings prepared by third-party partners.

4.7 B2B2C Distributor Programme

Where you have been onboarded through a Distributor Partner, your use of the Platform may be sponsored by that Distributor. The Distributor Partner may have visibility into your platform usage metrics (but not your financial transaction detail or loan information) as part of their commercial arrangement with FAIDIA. Your obligations under these Terms remain the same regardless of how you were onboarded.

5 User Obligations and Acceptable Use

5.1 Accuracy of Information

5.1.1 You are solely responsible for the accuracy and completeness of all information you submit to FAIDIA, including daily sales figures, supplier invoice details, inventory counts, and identity information.

5.1.2 You must not deliberately inflate, understate, or misrepresent any business data, sales figures, or financial information on the Platform.

5.1.3 FAIDIA relies on the data you provide to assess your creditworthiness. Providing false information to obtain Financial Services may constitute fraud under Kenyan law and will result in immediate account suspension and may be reported to law enforcement.

5.2 Prohibited Conduct

You must not, directly or indirectly:

• Submit false, fabricated, or misleading sales data, invoices, or business verification documents
• Collude with suppliers or third parties to submit inflated or fake invoices for the purpose of obtaining credit or loans
• Create or use a ghost or fictitious business to obtain Financial Services
• Use the Platform for any purpose that is unlawful under Kenyan or international law
• Use the Platform to facilitate money laundering, terrorist financing, or any other financial crime
• Circumvent, disable, or tamper with any fraud detection or security systems on the Platform
• Attempt to reverse engineer, decompile, or extract source code from the Platform
• Use automated scripts, bots, or non-human interfaces to interact with the Platform without FAIDIA’s written permission
• Impersonate another User, FAIDIA employee, or third party
• Interfere with or disrupt the integrity or performance of the Platform or its infrastructure
• Harvest or collect data about other Users from the Platform
• Sub-license, resell, or commercially exploit FAIDIA’s services without a written agreement

5.3 M-Pesa Authorisation

By connecting your M-Pesa business account to FAIDIA, you authorise FAIDIA and its licensed payment processing partners to:

• Access your M-Pesa transaction history for business performance analysis and credit assessment
• Deduct loan repayments and supplier credit repayments from your M-Pesa account in accordance with your Loan Agreement or Supplier Credit Agreement
• Process outgoing payments to suppliers on your behalf as instructed

5.4 Supplier Verification Cooperation

You agree to cooperate fully with FAIDIA’s supplier verification process, including providing accurate supplier contact details, consenting to FAIDIA contacting your suppliers directly, and cooperating with any physical or digital verification of your business premises required for loan approval.

6 Fees, Charges, and Payment Terms

6.1 Subscription Fees

Access to the core FAIDIA Platform is provided free during the trial period. After the trial, a monthly subscription fee of KES [INSERT AMOUNT] applies. FAIDIA will provide 30 days’ written notice before activating subscription billing. Subscription fees are collected via M-Pesa.

6.2 Loan Fees

Each Loan is subject to a financing fee as set out in the relevant Loan Agreement. The effective cost of financing will be disclosed to you before you accept the Loan in accordance with CBK consumer disclosure requirements. Fees are deducted from the total repayment amount and are not refundable once the loan has been disbursed.

6.3 Supplier Credit Fees

The Supplier Credit service fee is charged as a percentage of each credit order value. The applicable percentage will be disclosed prior to confirming each transaction. FAIDIA may revise the fee percentage with 14 days’ notice.

6.4 Payment Processing Fees

A per-transaction fee applies for payments processed through the Platform on your behalf, as communicated at the time of the transaction or in FAIDIA’s published fee schedule at www.faidia.com/fees.

6.5 Late Payment Charges

If you fail to repay any Loan instalment or Supplier Credit amount by the due date, late charges will apply at the rate specified in your Loan Agreement. FAIDIA may suspend your account and all Financial Services upon any missed payment. Continued non-payment will result in the full outstanding amount becoming immediately due and payable.

6.6 Taxes

All fees quoted are exclusive of applicable taxes (including VAT and withholding tax) unless expressly stated otherwise. You are responsible for all taxes applicable to your use of FAIDIA services and any income generated through your business.

7 Credit Assessment, Lending, and Repayment

7.1 Credit Decisions

7.1.1 FAIDIA uses a proprietary credit scoring model to assess loan and Supplier Credit eligibility. This model considers verified sales history, M-Pesa transaction data, supplier verification status, repayment history, behavioural analytics, and other factors. Credit decisions are made at FAIDIA’s sole discretion and FAIDIA is not obliged to provide reasons for declining a credit application.

7.1.2 By using the Platform and applying for Financial Services, you consent to FAIDIA conducting credit checks and sharing your information with licensed CRBs for both enquiry and reporting purposes.

7.2 Loan Disbursement

Approved Loans will be disbursed to your registered M-Pesa number within [INSERT TIMEFRAME] of loan acceptance during Working Hours. FAIDIA does not guarantee any specific disbursement timeline and is not liable for delays caused by M-Pesa or network outages.

7.3 Repayment

7.3.1 Repayment is structured as daily deductions from your M-Pesa business account as set out in your Loan Agreement. Repayment amounts are calibrated against your average daily sales to minimise business disruption.

7.3.2 You may make early full or partial repayments at any time without penalty. Early repayment will reduce the total financing fee on a pro-rata basis as specified in your Loan Agreement.

7.3.3 If your daily M-Pesa balance is insufficient to cover a scheduled deduction, FAIDIA will retry the deduction and your account will be flagged. Three consecutive failed deductions constitute a default event.

7.4 Default and Recovery

A Loan or Supplier Credit facility is in default if:

• Three or more consecutive scheduled repayment deductions fail
• You provide false information that materially affects the loan or credit assessment
• You cease to operate your business or abandon your registered premises
• You are declared insolvent or enter into any form of insolvency proceedings
• You take any action that, in FAIDIA’s reasonable opinion, materially impairs your ability to repay

7.5 Group / Chama Loans

Where a Loan is issued to a group of Users under a joint chama guarantee arrangement, each member of the group is jointly and severally liable for the full outstanding loan amount. If one group member defaults, all other members are obligated to cover the shortfall. FAIDIA may pursue any or all group members for the full outstanding balance in the event of default.

8 Data, Privacy, and Confidentiality

8.1 Your use of the Platform is governed by FAIDIA’s Privacy and Cookie Policy, which is incorporated into these Terms by reference and available at www.faidia.com/privacy.

8.2 You grant FAIDIA a non-exclusive, royalty-free, worldwide licence to collect, process, analyse, and use your business data for the purposes of: providing and improving the Platform; building and refining credit scoring and fraud detection models; generating anonymised, aggregated industry insights (which will not identify you individually); and complying with legal and regulatory obligations.

8.3 FAIDIA will not sell your individually identifiable data to third parties. Anonymised, aggregated data may be shared with research partners, investors, or regulators.

8.4 You acknowledge that FAIDIA may monitor your Platform usage and communications for fraud detection, quality assurance, regulatory compliance, and improvement of services.

8.5 You agree to keep confidential any information about FAIDIA’s proprietary processes, credit models, pricing structures, or business strategies that you access through the Platform, and not to disclose such information to competitors or the public.

9 Intellectual Property

9.1 All intellectual property rights in the Platform — including software, algorithms, databases, design, trademarks, trade names, logos, content, and analytics models — are owned by FAIDIA or its licensors. Nothing in these Terms transfers any ownership of intellectual property to you.

9.2 FAIDIA grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your legitimate business management purposes. This licence does not permit you to copy, modify, distribute, sell, or create derivative works from any part of the Platform.

9.3 The FAIDIA name, logo, and brand marks are registered or unregistered trademarks of FAIDIA. You may not use FAIDIA’s branding in any marketing, social media, or commercial materials without prior written consent.

9.4 You retain ownership of the raw business data you input into the Platform. By submitting data to FAIDIA, you grant FAIDIA the licences described in Section 8.2 above.

10 Disclaimers and Limitation of Liability

10.1 Service Availability

FAIDIA provides the Platform on an “as is” and “as available” basis. We do not warrant that the Platform will be uninterrupted, error-free, or free from malware or other harmful code. We will endeavour to provide at least 99% uptime for our core services but do not guarantee this level of availability.

10.2 Accuracy of Analytics and Insights

Business insights, financial summaries, stock predictions, and other analytics provided by FAIDIA are generated from data you submit and are intended as informational guides only. FAIDIA does not warrant the accuracy of these insights and they should not be relied upon as the sole basis for business decisions. You remain solely responsible for all business decisions made using FAIDIA data.

10.3 Third-Party Services

FAIDIA integrates with third-party services including M-Pesa, WhatsApp, CRBs, and partner lenders. FAIDIA is not responsible for the availability, accuracy, or performance of third-party services. Any disruption to M-Pesa, WhatsApp, or other third-party platforms may affect your ability to use FAIDIA services, and FAIDIA shall not be liable for such disruptions.

10.4 Limitation of Liability

10.4.1 To the fullest extent permitted by applicable Kenyan law, FAIDIA’s total aggregate liability to you for all claims shall not exceed the greater of:

• KES 10,000; or
• The total subscription fees paid by you to FAIDIA in the 3 months immediately preceding the event giving rise to the claim.

10.4.2 FAIDIA shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including lost profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if FAIDIA has been advised of the possibility of such damages.

10.4.3 Nothing in these Terms excludes or limits FAIDIA’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

10.5 Indemnification

You agree to indemnify, defend, and hold harmless FAIDIA, its officers, directors, employees, agents, and partners from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: your breach of these Terms; your misuse of the Platform; inaccurate or fraudulent information submitted by you; your violation of any law or the rights of a third party; or any dispute between you and a supplier or other third party.

11 Suspension, Termination, and Account Closure

11.1 Termination by You

You may close your FAIDIA account at any time by contacting us at support@faidia.com. You must first repay all outstanding Loans and Supplier Credit balances in full before your account can be closed. FAIDIA will retain your data for the periods specified in our Privacy Policy even after account closure.

11.2 Suspension or Termination by FAIDIA

FAIDIA may immediately suspend or terminate your account, with or without notice, in any of the following circumstances:

• Breach of any provision of these Terms
• Provision of false, misleading, or fraudulent information
• Default on any Loan or Supplier Credit obligation
• Engagement in prohibited conduct as described in Section 5.2
• Failure to complete KYC verification within the required timeframe
• Suspected money laundering, financial crime, or other illegal activity
• Court order, regulatory direction, or other legal requirement
• Extended inactivity — no platform usage for more than 90 consecutive days (with prior notice)

11.3 Effect of Termination

Upon termination: your licence to use the Platform ends immediately; all outstanding Financial Services obligations become immediately due and payable; FAIDIA may retain your data as required by law; and FAIDIA reserves the right to pursue legal and collection remedies for any outstanding amounts.

12 Dispute Resolution

12.1 Internal Complaints Process

If you have a complaint about FAIDIA’s services, please follow the steps below:

12.2 Mediation

If a dispute cannot be resolved through FAIDIA’s internal process, both parties agree to attempt resolution through good-faith mediation conducted by a mutually agreed mediator. The cost of mediation shall be shared equally unless the mediator determines otherwise.

12.3 Arbitration

Any dispute that cannot be resolved through mediation shall be finally settled by binding arbitration in accordance with the Nairobi Centre for International Arbitration (NCIA) Rules. The arbitration shall be conducted in English, in Nairobi, Kenya. The decision of the arbitrator shall be final and binding and may be enforced in any court of competent jurisdiction.

12.4 Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of Kenya. Subject to the arbitration clause above, both parties submit to the non-exclusive jurisdiction of the courts of Kenya.

12.5 Regulatory Escalation

For complaints relating to digital financial services, you may also refer your complaint to the Central Bank of Kenya Consumer Protection department. For data-related complaints, contact the Office of the Data Protection Commissioner (ODPC) at www.odpc.go.ke.

13 Anti-Fraud, Anti-Money Laundering, and Compliance

13.1 FAIDIA is committed to preventing fraud, money laundering, and financial crime. We have implemented automated fraud detection systems that monitor platform usage for suspicious patterns, including unusual sales spikes, invoice irregularities, and suspicious M-Pesa activity.

13.2 You acknowledge that FAIDIA may report suspicious activity to the Financial Reporting Centre (FRC) of Kenya and law enforcement authorities where we reasonably believe financial crime has occurred or is being attempted.

13.3 FAIDIA cooperates fully with investigations conducted by the Directorate of Criminal Investigations (DCI), Kenya Revenue Authority, Central Bank of Kenya, and other regulatory bodies.

14 Force Majeure

FAIDIA shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God; natural disasters; war or civil unrest; government actions or regulatory changes; power outages; internet or telecommunications network failures; M-Pesa or Safaricom system outages; cyberattacks; strikes; or pandemic or epidemic events. FAIDIA will use reasonable efforts to minimise the impact of such events and will notify Users of significant service disruptions via WhatsApp or the FAIDIA website.

15 General Provisions

15.1 Entire Agreement. These Terms of Service, together with the Privacy Policy, Cookie Policy, any Loan Agreement, and any Supplier Credit Agreement, constitute the entire agreement between you and FAIDIA and supersede all prior agreements, representations, and understandings.

15.2 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.3 Waiver. FAIDIA’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right. Any waiver must be in writing and signed by FAIDIA.

15.4 Assignment. You may not assign, transfer, or sub-license your rights or obligations under these Terms without FAIDIA’s prior written consent. FAIDIA may assign its rights and obligations to any successor entity or acquirer.

15.5 Notices. Notices under these Terms may be sent to you via WhatsApp to your registered phone number or by email to your registered email address. Notices to FAIDIA should be sent to legal@faidia.com or by post to 75089-00100, Nairobi, Kenya.

15.6 Language. These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.

15.7 No Partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and FAIDIA.

16 Contact Information

For any questions, concerns, or notices relating to these Terms of Service, please contact FAIDIA through the following channels:

A Summary of Your Rights & Obligations

This Schedule provides a plain-language summary of your most important rights and obligations under these Terms. It does not replace the full Terms and should be read alongside them.