Terms & Conditions for Merchants

These Terms & Conditions (“Agreement”) establish the legal framework governing the business relationship between Jari Solutions Ltd. (“Company,” “we,” “us,” “our”) and any merchant, vendor, or business partner (“Merchant,” “you,” “your”) utilizing our comprehensive suite of services.

Jari Solutions operates as a full-service e-commerce enabler, providing:

• Digital Marketing & Advertising: Campaign creation, management, optimization, and scaling across multiple platforms
• Order Processing Systems: Automated and manual order handling, verification, and tracking
• Logistics & Delivery Networks: Comprehensive delivery infrastructure covering urban and rural Kenya
• Fulfillment & Warehousing: Storage, inventory management, picking, packing, and dispatch services
• API Integration: Real-time sales tracking, inventory synchronization, and automated reporting systems
• Customer Support Services: Inbound and outbound call handling, order confirmation, and customer service
• Analytics & Reporting: Performance dashboards, sales reports, and business intelligence tools
• Merchant Growth Support: Strategic consultation, market insights, and operational optimization

You confirm that you have:

• Legal authority to bind your business to this Agreement
• Read and understood all terms contained herein
• Capacity to fulfill all financial and operational obligations
• Accurate business registration and tax compliance documentation

Emerging Merchants represent new businesses entering the e-commerce ecosystem or existing businesses with modest operational scale.

• Weekly advertising spend between KES 10,000 – KES 40,000
• New to digital marketing or e-commerce operations
• Limited order volume (typically under 100 orders per month)
• Building brand presence and customer base
• Testing product-market fit
• Developing operational capabilities

Marketing Support:

• Weekly campaign performance reports
• Standard ad optimization (budget pacing, audience refinement)
• Basic creative testing (2-3 variations per campaign)
• Performance recommendations

Operational Support:

• Standard logistics access to delivery network
• Email and WhatsApp communication channels
• Response time within 24 business hours
• Order tracking dashboard access

Established Merchants operate at scale with proven business models, consistent revenue streams, and sophisticated operational requirements.

• Monthly advertising spend exceeding KES 50,000
• Consistent order volumes (100+ orders monthly)
• Established brand presence
• Professional operational systems
• Track record of reliability and cooperation

• Priority Marketing: Dedicated account manager, daily monitoring, advanced split-testing
• Enhanced Operations: Priority order processing (12-24 hours), premium packaging, expedited logistics
• Advanced Technology: Full API integration, real-time inventory sync, custom dashboards
• Strategic Support: Quarterly business reviews, growth planning, market expansion guidance

The markup represents compensation for the comprehensive operational infrastructure Jari Solutions provides beyond simple order delivery.

• Order Processing: Order receipt, verification, data entry, customer confirmation, payment reconciliation
• Packaging & Quality: Materials, quality inspection, product documentation, branded packaging
• Communication & Support: Customer service, order inquiries, delivery coordination, issue resolution
• Technology & Systems: Dashboard maintenance, tracking systems, inventory software, reporting
• Administrative Overhead: Record keeping, financial reconciliation, compliance, insurance

What API Access Provides: Real-time order notifications, live inventory synchronization, automated stock alerts, sales performance tracking, analytics & reporting, operational efficiency tools, and technical support.

6% of Total Ad Spend – Applied uniformly across all merchant categories to ensure fairness and transparency.

The management fee funds:

• Campaign Setup: Account structure design, audience research, tracking pixel installation
• Daily Optimization: Performance monitoring, budget pacing, bid strategy refinement
• Creative Development: Ad copy writing, image editing, A/B test design
• Audience Management: Custom audience building, lookalike creation, targeting research
• Performance Analysis: Weekly reports, ROI calculations, conversion rate optimization
• Strategic Planning: Monthly reviews, budget recommendations, seasonal planning

Professional advertising agencies typically charge 15-20% for campaign management or $1,000+ monthly retainers for small accounts. Our 6% model aligns our success with yours—we only earn more when your ad spend grows.

Emerging Merchants (Weekly Billing):

• Submit budget confirmation: Friday before campaign week
• Fund advertising accounts: Monday 9:00 AM EAT
• Campaigns launch: Monday afternoon upon fund confirmation
• Grace period: Until Monday 2:00 PM (late fee may apply)

Established Merchants (Monthly Billing):

• Submit monthly budget plan: 25th of preceding month
• Fund advertising accounts: 1st of campaign month by 9:00 AM
• Maintain minimum 15-day reserve buffer
• Quarterly budgets may be negotiated for preferred merchants

• Direct bank transfer to Jari Solutions advertising account
• M-Pesa business payments (include merchant ID in reference)
• Payment platform integrations (for established merchants)
• Credit arrangements (approved merchants only, requires guarantee)

By engaging Jari Solutions, you explicitly authorize us to:

• Content Creation: Write advertising copy, design graphics, produce video content, develop landing pages
• Campaign Modification: Adjust ad copy, modify images, change headlines, update promotional offers
• Audience Adjustment: Expand/narrow targeting, create custom audiences, exclude non-converters
• Budget Management: Increase/decrease budgets, redistribute spending, pause underperforming campaigns

You retain approval rights over: Major brand messaging changes, price adjustments exceeding 10%, new product launches, promotions exceeding 30% discount, budget increases beyond agreed monthly limit, platform expansions.

Our Commitment Despite No Refunds: Transparent performance reporting, honest assessment of campaign potential, proactive optimization efforts, clear communication about results, campaign pause when performance consistently underperforms.

• Product Performance: Customer acceptance, product quality, product-market fit, competitive positioning
• Market Response: Consumer demand levels, market saturation, economic conditions, competitor actions
• Conversion Rates: Percentage of viewers who purchase, cart abandonment, payment completion
• Fraudulent Activity: Fake orders, false customer information, chargeback fraud, organized fraud

• Product Quality: Ensuring products match descriptions, maintaining quality standards, handling defects
• Pricing Strategy: Setting competitive prices, including all costs, honoring advertised prices
• Inventory Management: Maintaining stock levels, sourcing products on time, planning for demand
• Customer Satisfaction: Meeting expectations, handling complaints, warranty fulfillment

Coverage Area Includes: Central Business District (CBD), Westlands and Parklands, Kilimani and Kileleshwa, Lavington and Riverside, Upper Hill and Milimani, Eastleigh main areas, South B and South C, Langata Road corridor, Ngong Road areas, Embakasi main zones

Service Standards: Standard delivery 24-48 hours from dispatch • Express delivery same-day (additional KES 200, subject to availability) • Delivery attempt window 8:00 AM – 6:00 PM • Customer notification 1 hour before delivery • Rider contact shared with customer

Coverage Includes Major Towns: Kiambu, Thika, Ruiru, Machakos, Athi River, Nakuru Town, Eldoret Municipality, Mombasa (urban areas), Kisumu Town, Nyeri, Meru, Embu towns, Kericho, Kitale, Kakamega

Service Standards: Standard delivery 3-5 business days • Town-specific delivery partnerships • Customer notification upon town arrival • Pickup point options available • Tracking updates at key milestones

Kenya’s diverse geography creates varying delivery challenges:

• Distance: Remote areas require longer travel times
• Infrastructure: Poor roads increase fuel and vehicle maintenance costs
• Rider Availability: Limited riders in certain regions
• Agent Coordination: Some areas require local agent facilitation
• Security: Higher-risk areas need additional precautions
• Accessibility: Difficult terrain requires specialized transport

Some regions use local agents who: receive deliveries at town hubs, coordinate last-mile delivery, provide local knowledge and navigation, handle cash collection (where applicable), ensure secure handover. Agent fees (typically KES 100-300) cover their coordination services and are included in quoted delivery costs.

You explicitly acknowledge that:

• Delivery costs vary significantly by location
• Jari Solutions does not control rider pricing
• Third-party logistics partners set their own rates
• Remote deliveries cost more due to real-world factors
• Fuel prices and economic conditions affect delivery costs
• Seasonal factors (rains, holidays) may increase costs temporarily

You agree to:

• Pay all invoiced logistics fees within billing cycle
• Not dispute reasonable delivery charges
• Understand that refusing to pay logistics balances pauses services
• Include delivery costs in your product pricing strategy
• Communicate delivery costs clearly to your customers

You understand that delivery times are estimates affected by: weather conditions (rain delays are common), traffic in urban areas, road conditions in rural zones, rider availability and route optimization, customer availability for delivery, public holidays and weekends, security situations in certain regions.

We are NOT liable for damage when:

• Merchant packaging is inadequate (flimsy boxes, insufficient padding, inappropriate materials)
• Product is inherently fragile (glassware, electronics without proper cushioning)
• No “Fragile” marking (items requiring special handling not marked)
• Merchant-side damage (products damaged before handover to logistics)
• Inherent product defects (manufacturing defects appearing during transit)

Our Commitment: Photographic documentation of received items, special handling for items marked fragile, investigation of damage claims with evidence.

We are NOT responsible for: Agent delays beyond agreed pickup times, third-party courier partner failures, rider accidents or personal issues, motorcycle breakdowns (though we seek replacements), local area access restrictions unknown to us

Our Commitment: Careful partner vetting, backup rider networks, and dispute resolution support.

Emerging Merchants:

• Routine inquiries: Within 24 hours
• Operational questions: Within 12 hours
• Urgent campaign approvals: Within 4 hours
• Critical issues: Within 2 hours

Established Merchants:

• Routine inquiries: Within 12 hours
• Operational questions: Within 6 hours
• Urgent campaign approvals: Within 2 hours
• Critical issues: Within 1 hour

Primary channels:

• WhatsApp Business: For quick updates, approvals, and routine communication
• Email: For formal communications, reports, invoices, and documentation
• Phone Calls: For complex discussions, monthly reviews, and urgent matters
• Dashboard Messages: For order-specific inquiries and tracking

You must: Monitor all active channels during business hours, provide working contact numbers and emails, update contact information within 24 hours of changes, designate backup contact persons for emergencies.

You must provide and maintain:

• Detailed Descriptions: Accurate product names and specifications, complete ingredient or material lists, dimensions and weight, usage instructions, safety warnings where applicable
• Visual Assets: High-quality product images (minimum 800x800px), multiple angle photos where relevant, lifestyle or usage photos, packaging images
• Inventory Data: Real-time stock levels, updates within 4 hours of changes, low stock alerts (when below 10 units), out-of-stock notifications immediately
• Pricing Information: Base product cost, suggested retail price, minimum acceptable price, promotional pricing approval

During Active Campaigns:

• Maintain minimum 20 units of advertised products (Emerging)
• Maintain minimum 50 units of advertised products (Established)
• Keep 2-week buffer stock during peak seasons
• Maintain safety stock for fast-moving items

Immediate Updates Required For: Stock falling below minimum threshold, complete stock-out situations, quality issues affecting existing inventory, supplier delays impacting restock, damage or spoilage of inventory, product discontinuation decisions

You must maintain:

• Respectful Communication: Professional tone in all interactions
• Honest Dealings: Transparent about challenges and limitations
• Timely Performance: Meeting deadlines and commitments
• Collaborative Spirit: Working toward mutual success
• Accountability: Owning mistakes and working on solutions

• First offense: Formal written warning
• Second offense: 7-day probation period
• Third offense: 30-day suspension
• Fourth offense: Permanent account termination

⚠️ Serious violations (abuse, fraud, threats) result in immediate termination without warning.

Invoice Schedule:

• Generated: Every Friday by 5:00 PM
• Covers: Monday-Sunday operational period
• Sent via: Email and WhatsApp
• Payment due: Following Wednesday by 5:00 PM
• Grace period: Until Friday 12:00 PM

Invoice Components: Ad spend for the week, 6% management fee calculation, logistics fees for all deliveries, API fees (if applicable), markup on fulfilled orders, any additional facilitation fees, previous balance (if unpaid), total amount due

Invoice Schedule:

• Generated: Last business day of month
• Covers: Full calendar month operations
• Sent via: Email with detailed breakdown
• Payment due: 5th of following month
• Late fee triggers: 8th of following month

• Emerging Merchants: 48 hours beyond due date
• Established Merchants: 72 hours beyond due date
• During grace period: Reminder sent, no penalties applied

If you genuinely dispute charges:

1. Pay undisputed amount immediately to avoid suspension
2. Submit written dispute within 5 business days of invoice
3. Provide detailed explanation and evidence
4. Jari Solutions reviews within 3 business days
5. If valid: Credit issued on next invoice
6. If invalid: Disputed amount remains due immediately
7. Continue service during dispute review (if undisputed portion paid)

You are solely responsible for:

• Product defects: Manufacturing flaws, quality issues, incorrect specifications
• Misrepresentation: Products not matching descriptions or images
• Size/fit issues: Clothing, footwear, or dimensional mismatches
• Functionality problems: Electronics or devices not working properly
• Damage from use: Products failing during normal use
• Warranty claims: Honoring any stated warranties or guarantees
• Return shipping costs: Cost of returning defective products
• Refund processing: Issuing money back to customers

You bear full responsibility for: wrong sizing, faulty items, damaged goods (merchant fault), and late stock delivery.

To minimize issues:

• Inspect 100% of inventory before sending to fulfillment
• Test electronic items before shipment
• Use appropriate packaging for each product type
• Label all fragile items clearly
• Provide accurate, honest product descriptions
• Set realistic customer expectations
• Include care instructions and user guides

When you fail to provide stock on time, merchant bears costs for: Customer appeasement (discounts, credits), cancelled order administrative processing, wasted advertising spend during stock-out period, rush shipping to restock (if needed)

When you delay campaign or operational approvals: Lost market opportunities (trends, seasonal demand), competitor advantage while we wait, campaign momentum loss, advertising cost increases (delayed campaigns often cost more), team resource waste (staff waiting for approvals)

Expectations: Campaign approvals within 48 hours, product listing approvals within 24 hours, emergency approvals within 4 hours, budget increase approvals within 12 hours

We are NOT liable when damage results from: Inadequate packaging materials, improper packing methods, failure to mark fragile items, inappropriate materials, overpacking

Your Responsibility – Provide or approve: Sturdy boxes appropriate for product weight, sufficient cushioning (bubble wrap, foam, paper), waterproof protection for moisture-sensitive items, clear “FRAGILE” labels in multiple languages, secure sealing, double-boxing for extremely fragile items

We are NOT liable for: Theft during merchant-side storage, loss before handover to Jari Solutions, theft by merchant’s own staff or associates, loss due to inaccurate inventory counts, mysterious disappearance from merchant premises

We investigate and take responsibility for: Loss during our warehousing (if using our fulfillment), theft by our verified personnel (with evidence), delivery rider theft (we pursue recovery and compensation), loss during our logistics handling (we file claims)

You must directly handle: Warranty issues, product returns, product replacements, quality disputes

We will assist by: Forwarding complaints to you promptly, providing customer contact information, sharing order details and evidence, mediating communication when requested, offering best practice recommendations, facilitating logistics for returns/replacements (at your cost)

Automatic Suspension Triggers:

• Invoice unpaid 7+ days past due date
• Three late payments in 90-day period
• Disputed charges without paying undisputed portion
• Bounced payments or failed transactions
• Requested credit terms without approval

During Suspension: All advertising campaigns paused, no new orders processed, existing orders fulfilled (already paid by customers), dashboard access maintained (read-only), communication channels remain open

Triggers: Consistent non-responsiveness (72+ hours to urgent matters), repeated missed deadlines (5+ in 60 days), refusal to provide required information, hostile or abusive behavior toward team, deliberate misinformation or deception

Process: Warning (written notice of cooperation issues), probation (14-day improvement period with monitoring), suspension (if no improvement)

Jari Solutions respects merchant data and will protect:

• Product information
• Customer data
• API reports
• Ad account details
• Call recordings (where applicable)
• Financial information
• Business strategies

Merchants must also maintain confidentiality about:

• Our pricing structures
• Our internal operations
• Our team members’ personal information
• Our API systems and technology
• Other merchants’ information
• Proprietary business processes

Any disagreement shall first be handled through internal resolution. Both parties agree to attempt good-faith negotiation before pursuing formal legal action.

1. Direct communication with account manager (48-hour response window)
2. Escalation to management team (72-hour review period)
3. Formal mediation attempt (7-day negotiation window)
4. Legal proceedings if unresolved