Effective Date: 7 September 2026
Last Updated: 7 September 2026
Version: 1.0
These Terms of Service (“Terms”) form a legally binding agreement between Paydel Limited, a company incorporated in Kenya (“Paydel”, “we”, “us” or “our”), and each person or organisation that accesses, registers for, integrates with, pays for, receives, supplies or uses any Paydel service (“you” or “your”).
Paydel provides software, order-management, checkout, delivery, rider, payment-coordination, fulfilment, tracking, courier, customer-support and related services. The exact role Paydel performs depends on the service you select.
Our Privacy Policy is available at https://paydel.co.ke/privacy.
- Support: paydelapp@gmail.com
- Legal and privacy enquiries: kiugu@paydel.co.ke
- Telephone: +254 769 085 782
1. Agreement and acceptance
1.1 You accept these Terms when you create a Paydel account, connect a store or integration, click an acceptance button, submit or accept an order, use a Paydel checkout feature, create or accept a delivery, tender a package, use a payment or COD workflow, assign or act as a rider, use an API, request a withdrawal, or otherwise use a Paydel service after having reasonable access to these Terms.
1.2 If you use Paydel for a company, partnership, organisation or other entity, you represent that you have authority to bind that entity.
1.3 Different Paydel services may also be governed by a Merchant Agreement, Customer Terms, Rider Agreement, Service Order, Order Form, pricing page, delivery rules, payment terms or written enterprise agreement.
Where documents conflict, the following order applies unless a document expressly states otherwise:
- a signed regulatory or enterprise addendum;
- an applicable signed Order Form, Service Order or Merchant Agreement;
- these Terms;
- applicable policies and operational rules.
1.4 Nothing in these Terms excludes or limits a right, obligation or remedy that cannot lawfully be excluded or limited. This includes mandatory rights arising under applicable Kenyan consumer, data-protection and other laws. Kenya's Consumer Protection Act remains applicable to qualifying consumer transactions.
2. Definitions
For these Terms:
- Account means a user profile or business workspace through which Paydel is accessed.
- Authorised Payment Partner means a bank, mobile-money operator, payment service provider, card acquirer, settlement partner or other regulated or legally authorised provider used to collect, safeguard, transmit, refund or settle money.
- Authorised User means an employee, contractor, manager, branch user, support user, warehouse user, inventory user, developer, finance user, rider or other person permitted by a Merchant to access its Account.
- COD means Cash on Delivery or another approved payment-on-delivery workflow.
- Customer means a purchaser, payer, recipient or person receiving or returning a Product or Package.
- Declared Value means the value declared for a Package and accepted for applicable claims, risk or compensation purposes.
- Full Operations means a Paydel integration mode under which eligible Paydel-managed or Merchant-own-rider fulfilment may enter Paydel's operational order, Package, packing, assignment, tracking or delivery workflows.
- Checkout Only means a mode in which Paydel may control or coordinate eligible checkout delivery and payment options without automatically taking operational control of the resulting fulfilment.
- M-Chunga means Paydel's conditional payment workflow under which a payment may be collected or safeguarded through an Authorised Payment Partner or another lawful arrangement and released or settled when stated conditions are satisfied.
- Merchant means a business, seller, retailer, store, brand or other commercial user using Paydel.
- Merchant-Owned Rider means a rider, driver, employee, contractor or delivery agent engaged or controlled by the Merchant rather than Paydel.
- Order means a commercial purchase or sales transaction recorded by Paydel or an integrated platform.
- Package means the operational physical fulfilment or delivery unit handled through Paydel.
- Platform means Paydel's websites, applications, Shopify app, dashboards, APIs, databases, rider interfaces, tracking pages, notification systems and related software.
- Product means goods or services sold or supplied by a Merchant.
- Rider means a person who collects, transports, handles, delivers, returns or exchanges a Package.
- Third-Party Courier means an independent courier, parcel company, bus service, logistics provider or transport provider not operated by Paydel.
- Wallet means Paydel's internal ledger showing balances, pending amounts, fees, reserves, refunds, adjustments, withdrawals or settlement entries. A Wallet is not a bank or deposit account.
3. Paydel's different service roles
3.1 Paydel does not perform the same legal role in every transaction. Responsibility is determined by the service actually selected and performed.
Software or Checkout Only
Where Paydel provides checkout rules, dashboards, integrations, reports, tracking, payment eligibility, workflow tools or other software:
- Paydel acts primarily as a technology provider;
- the Merchant remains seller of its Products;
- the Merchant remains responsible for the Product sale;
- Paydel does not automatically become the delivery provider;
- Paydel does not automatically collect or hold money merely because a payment option appears through Paydel.
Full Operations
Full Operations allows eligible fulfilment to enter Paydel's operational workflows.
However, enabling Full Operations does not mean Paydel automatically assumes every Shopify or external fulfilment.
Merchant-static, third-party or otherwise unassigned fulfilment remains Merchant or third-party managed unless it is expressly assigned to an eligible Paydel service or Merchant-Owned Rider workflow.
Merchant-Owned Riders
Paydel provides software and operational tools.
The Merchant remains responsible for its riders, including recruitment, supervision, compensation, conduct, cash handling, employment or contractor obligations, insurance, customer treatment and compliance with law.
Paydel Courier Service
Where Paydel expressly accepts a delivery as a Paydel courier delivery, Paydel provides or arranges that delivery subject to these Terms, the accepted service level, Declared Value, packaging requirements, prohibited-item rules and applicable law.
Third-Party Courier
Where an independent courier performs transportation, its service terms, delivery times, restrictions, compensation rules and liability may apply.
Paydel does not become responsible for that courier's acts merely because Paydel provides booking, handover, tracking, reconciliation or coordination tools.
Payments, COD and M-Chunga
Responsibility depends on the payment workflow and who actually collects, safeguards or receives the money.
A payment option being displayed, mapped or recorded in Paydel does not by itself mean Paydel receives or controls the funds.
4. Eligibility, registration and verification
4.1 Account holders must have legal capacity to enter a binding agreement.
4.2 Business users must be properly authorised to act for the relevant business.
4.3 Paydel may require identity or business verification, including:
- identity documents;
- business registration information;
- beneficial-owner information;
- KRA information;
- addresses and contact details;
- payout or mobile-money details;
- information about Products;
- authorised-user information; and
- other information reasonably required for compliance, fraud prevention or risk management.
4.4 Information supplied to Paydel must be accurate, current and complete.
4.5 Paydel may refuse, restrict or suspend an Account where information is false, unverifiable, misleading, expired, suspicious or inconsistent with applicable law or Paydel's legitimate risk requirements.
5. Account administration and security
5.1 The Account owner is responsible for people to whom it grants access.
5.2 Merchants must give users only the permissions reasonably necessary for their role and promptly remove access when it is no longer required.
5.3 You must protect:
- passwords;
- OTPs;
- API keys;
- devices;
- recovery credentials;
- authentication sessions;
- financial approval rights; and
- other security credentials.
5.4 Paydel may require or apply controls including multi-factor authentication, maker-checker approvals, transaction limits, beneficiary-change restrictions, session controls, payout holds, device checks, velocity limits or additional verification.
5.5 Notify Paydel promptly if you suspect unauthorised Account access.
6. Merchant Products and the underlying sale
6.1 Unless Paydel expressly agrees otherwise in writing, the Merchant is the seller and supplier of the Product and the Product sale is between the Merchant and Customer.
6.2 The Merchant is responsible for:
- Product descriptions and images;
- price;
- authenticity;
- quality and safety;
- warranties;
- stock availability;
- consumer disclosures;
- packaging and labelling;
- licences and permits;
- recalls;
- taxes and invoices;
- return policies;
- refunds;
- exchanges; and
- compliance with applicable law.
6.3 Paydel is not the manufacturer, importer, retailer, distributor, warrantor or insurer of a Merchant's Product merely because Paydel facilitates checkout, payment, delivery or support.
6.4 Paydel may assist with order evidence, delivery evidence, payment evidence, returns or communication without assuming the Merchant's underlying product obligations.
7. Shopify and other integrations
7.1 Paydel may integrate with Shopify and other commerce, payment, inventory, courier or business platforms.
7.2 The Shopify app may allow Merchants to:
- configure delivery eligibility by area;
- configure payment eligibility by area;
- map supported payment methods;
- observe Shopify Orders;
- synchronise supported payment or fulfilment states;
- use Checkout Only;
- use Full Operations for eligible Paydel-managed fulfilment; and
- connect Shopify fulfilment to Paydel operations where supported.
Checkout Only
7.3 In Checkout Only, Paydel may affect which supported delivery or payment options are shown at checkout.
Checkout Only does not automatically create:
- Paydel Packages;
- packing tasks;
- rider assignments;
- operational inventory movements; or
- Paydel delivery obligations.
Full Operations
7.4 In Full Operations, eligible Paydel-managed fulfilment or Merchant-Owned Rider fulfilment may generate a Paydel Package and enter Paydel operational workflows.
7.5 Merchant-static Shopify shipping or external fulfilment is not automatically taken over by Paydel simply because Full Operations is enabled.
Shopify payment methods
7.6 A Merchant may map a Shopify manual payment method, such as bank transfer, to a Paydel checkout rule.
Mapping a method does not change who receives the money.
Unless the mapped method expressly uses an authorised Paydel collection workflow:
- the Merchant remains responsible for collecting it;
- Paydel does not collect or hold those funds;
- no Paydel collection or settlement entitlement arises merely from the mapping.
7.6A The Shopify app is not a payment gateway. Shopify v1 may make supported merchant-collected methods eligible or ineligible by delivery area. Merchant-collected payment methods remain merchant-collected. External Shopify gateways remain Shopify-managed. Shopify v1 does not itself provide M-Chunga. Certain Paydel payment services described elsewhere in these Terms may not be available through the Shopify integration.
7.7 Shopify and other third-party platforms remain governed by their own terms and technical rules.
7.8 The Merchant is responsible for configuring its Shopify store correctly, including Products, locations, inventory, payment methods, Markets and fulfilment settings where applicable.
7.9 Paydel may rely on information supplied by Shopify or another integration and is not responsible for errors resulting solely from incorrect Merchant configuration, expired credentials, third-party API changes or incorrect upstream information, except where applicable law requires otherwise.
7.10 Removing or uninstalling an integration may stop future synchronisation. Retention or deletion of previously received data is governed by applicable law and our Privacy Policy.
8. Payment services and Authorised Payment Partners
8.1 Paydel is not a bank or deposit-taking institution.
8.2 Where a workflow requires a regulated payment activity, including regulated receipt, transmission, safeguarding or settlement of money, that activity may be performed by an Authorised Payment Partner or through another arrangement permitted by applicable law.
8.3 Paydel may provide the associated:
- software interface;
- checkout logic;
- transaction orchestration;
- reconciliation;
- conditional-release logic;
- Wallet ledger;
- risk controls;
- settlement instructions;
- transaction records; and
- customer or Merchant interface.
8.4 Nothing in these Terms means Paydel is undertaking a regulated payment activity for which authorisation is legally required unless Paydel is entitled to perform that activity.
8.5 A successful payment request or confirmation does not guarantee irreversible settlement. Payments may later fail, reverse, be disputed, be recalled, be delayed or be affected by network, bank, mobile-money, fraud, chargeback, regulator or technical processes.
9. M-Chunga and conditional payment workflows
9.1 M-Chunga is a conditional payment workflow. Conditions for settlement or release may include:
- confirmed payment;
- successful delivery;
- OTP or other delivery evidence;
- expiry of an applicable inspection or dispute period;
- Customer acceptance;
- absence of a payment dispute;
- fraud and risk checks;
- legal restrictions; or
- other conditions clearly communicated for the transaction.
9.2 A reference to “escrow” in the Platform describes this conditional workflow and does not by itself mean Paydel acts as a bank, deposit-taking institution or trustee outside the legal structure actually used for the transaction.
9.3 Where funds are safeguarded by an Authorised Payment Partner, that provider's applicable rules may also govern custody, reversal, settlement and refunds.
9.4 Paydel may delay or instruct the delay of settlement where reasonably necessary to investigate fraud, duplicate payment, unauthorised payment, chargeback, Customer dispute, prohibited goods, legal process or a material reconciliation problem.
10. Cash on Delivery and Merchant-collected payments
10.1 COD may include cash, approved mobile-money collection or another approved pay-at-delivery method.
10.2 Where a Paydel payment prompt is used, the payer must intentionally provide or confirm the payment contact information required for that payment.
10.3 A Merchant or Rider must not:
- fabricate payment references;
- mark unpaid Orders as paid;
- create false STK confirmations;
- duplicate payment confirmations;
- alter an authorised Paybill, Till or destination;
- release Products contrary to required payment rules; or
- misrepresent the amount collected.
Merchant-Owned Rider cash
10.4 Where a Merchant-Owned Rider collects cash directly from a Customer, Paydel may record:
- expected amount;
- amount reported received;
- currency;
- Rider;
- timestamp; and
- related evidence.
Unless Paydel expressly collected or received that money under another service, the record is an operational attestation only.
The cash belongs to and is accounted for by the Merchant. It does not become:
- Paydel-held money;
- a Paydel Wallet credit;
- a Paydel settlement obligation; or
- a Paydel withdrawal balance.
11. Wallets, settlements, reserves and withdrawals
11.1 A Paydel Wallet is an accounting and operational ledger. It is not a bank account.
11.2 Wallet entries may show:
- collected or settled funds;
- pending funds;
- Paydel fees;
- refunds;
- reserves;
- chargebacks;
- adjustments;
- withdrawals;
- courier charges; or
- other reconciliation entries.
11.3 Subject to applicable law and the relevant payment structure, Paydel may delay, restrict, reverse, offset or place a reserve against amounts where reasonably necessary because of:
- refunds;
- chargebacks;
- negative balances;
- duplicate settlement;
- fraud or suspicious activity;
- prohibited goods;
- Customer complaints;
- insolvency risk;
- settlement error;
- tax or regulatory obligations; or
- court or lawful authority requirements.
11.4 Paydel may require additional verification before changing a payout destination or processing a withdrawal.
12. Fees and pricing
12.1 Fees applicable to a Service are those disclosed through the Platform, an Order Form, Merchant Agreement, pricing page or other applicable notice.
12.2 Depending on the service, fees may include:
- delivery charges;
- transaction or operational fees;
- COD fees;
- payment-provider charges;
- prepaid-order fees;
- withdrawal fees;
- customer-service fees;
- SMS or communication charges;
- failed-delivery charges;
- return or exchange charges;
- third-party courier charges;
- integration charges; or
- other disclosed charges.
Shopify app
12.3 The Paydel Shopify app may be offered with a free Shopify app subscription.
“Free” refers only to the applicable Shopify app subscription price.
It does not mean Paydel courier services, payment-related services, transaction services, communications, third-party services or other operational services are necessarily free.
Any such charges must be disclosed separately before or through the applicable service.
12.4 Paydel may change future pricing or service plans by reasonable notice. A change will not retroactively increase a completed transaction's agreed charges unless required to correct an error or authorised by the applicable agreement.
13. Taxes, invoices and records
13.1 Each party is responsible for its own tax obligations unless expressly agreed otherwise.
13.2 Merchants remain responsible for taxes arising from their Product sales, employees, contractors, riders, branches, refunds and business operations, including applicable VAT, income tax, turnover tax, withholding obligations, eTIMS and invoice requirements.
13.3 Paydel is responsible for taxes and invoices arising from Paydel's own taxable supplies.
13.4 The fact that Paydel coordinates payment or delivery does not make Paydel the Merchant's tax agent or seller of record unless expressly agreed.
13.5 Paydel may retain transaction and reconciliation records as reasonably required for legal, tax, audit, accounting, fraud and regulatory purposes.
14. Delivery, pickup and fulfilment
14.1 Delivery times shown by Paydel are estimates unless expressly guaranteed.
14.2 Delivery may be affected by matters including:
- inaccurate addresses;
- Customer unavailability;
- traffic;
- weather;
- road closures;
- public disorder;
- safety concerns;
- holidays;
- courier backlog;
- payment delay;
- network failure;
- third-party courier processes; or
- events outside reasonable control.
14.3 Merchants must provide accurate:
- recipient details;
- delivery destination;
- Product information;
- quantity;
- weight;
- value;
- delivery instructions; and
- payment information.
14.4 Packages must be safe, lawful, properly packed and suitable for the selected delivery method.
14.5 Paydel may refuse or pause handling of a Package that is unsafe, prohibited, suspicious, leaking, inadequately packed, wrongly declared or subject to lawful investigation.
15. Returns, exchanges and inspection
15.1 Any inspection period, try-on period, return right or exchange workflow is governed by:
- the applicable Merchant policy;
- the Customer Terms;
- information shown for the Order;
- applicable consumer law;
- Product condition;
- payment status; and
- the selected delivery service.
15.2 Paydel may provide technology and logistics to record accepted items, rejected items, returning items, exchanges, price differences or refund instructions.
15.3 Paydel's assistance does not make Paydel responsible for a Merchant's statutory Product refund obligations unless Paydel expressly assumes that responsibility.
16. Delivery evidence and OTPs
16.1 Paydel may record evidence such as:
- OTPs;
- timestamps;
- GPS events;
- Rider actions;
- photos;
- signatures;
- receipts;
- payment confirmations;
- call records;
- Package status;
- system events; and
- tracking information.
16.2 Such records may be used when investigating a delivery, payment or dispute.
16.3 No OTP, log or electronic record is treated as legally conclusive where applicable law requires contrary evidence to be considered.
17. Loss, damage and delivery claims
17.1 A claim involving a lost, damaged, incomplete, misdelivered or otherwise affected Package must be reported promptly after discovery.
17.2 Paydel may require evidence including:
- proof of value;
- packing evidence;
- photographs;
- item lists;
- receipts;
- delivery evidence;
- Rider records;
- tracking records;
- Customer statements; and
- Declared Value.
17.3 Liability depends on the actual Service Mode.
17.4 For a Paydel Courier Service, compensation may be subject to the Declared Value, agreed compensation rules, insurance, packaging quality, exclusions, evidence and applicable law.
17.5 For a Third-Party Courier, that courier's claims and compensation framework may apply.
17.6 Paydel is not responsible for loss or damage caused by prohibited goods, concealed defects, inadequate Merchant packaging, false declaration, ordinary Product deterioration or other risks outside Paydel's responsibility, except where liability cannot lawfully be excluded.
18. Merchant-Owned Riders
18.1 The Merchant is responsible for its own riders and drivers.
This includes:
- vetting;
- recruitment;
- supervision;
- compensation;
- employment or contractor status;
- taxes and benefits;
- transport safety;
- insurance;
- cash handling;
- misconduct;
- theft;
- Customer interactions;
- data use; and
- device security.
18.2 Use of Paydel's Rider interface does not make a Merchant-Owned Rider an employee, contractor or agent of Paydel.
18.3 Merchants must ensure their riders accurately record pickup, payment, delivery, returns and other operational events.
19. Third-Party Couriers and services
19.1 Paydel may integrate with or depend on third parties including:
- Shopify;
- Safaricom and Daraja;
- banks;
- payment providers;
- SMS providers;
- mapping providers;
- cloud providers;
- couriers;
- security providers; and
- other APIs or infrastructure.
19.2 Paydel does not control independent third-party outages, policy changes, rejected transactions, API changes, courier delays, account restrictions or service interruptions.
19.3 Nothing in this clause excludes liability that applicable law places directly on Paydel.
20. Prohibited goods and prohibited activity
20.1 You must not use Paydel to facilitate illegal, unsafe or prohibited Products or conduct.
This includes, where prohibited by law or applicable service rules:
- illegal drugs;
- stolen goods;
- counterfeit goods;
- illegal weapons or explosives;
- hazardous or radioactive materials;
- unlawful medicines;
- wildlife contraband;
- forged documents;
- unlawful pornography;
- proceeds of crime; or
- any item whose possession, sale or transportation is unlawful.
20.2 You must not use Paydel for:
- money laundering;
- terrorist financing;
- bribery;
- sanctions evasion;
- fraud;
- account takeover;
- payment diversion;
- phishing;
- fake Orders;
- fake payment confirmations;
- chargeback or refund abuse;
- OTP circumvention;
- harassment;
- identity theft;
- unauthorised access;
- tax evasion; or
- other unlawful activity.
20.3 Paydel may refuse or restrict services where required for legal, payment-provider, courier, insurance, security or safety reasons.
21. Platform acceptable use
You must not:
- unlawfully access another user's data;
- attack or overload the Platform;
- upload malware;
- exploit vulnerabilities;
- bypass access controls;
- bypass rate limits;
- use leaked or unauthorised API credentials;
- scrape the Platform contrary to applicable law or permission;
- reverse engineer protected software except where law expressly permits;
- interfere with security controls; or
- use Paydel to harm another person.
Responsible security reports may be submitted to kiugu@paydel.co.ke.
22. Personal data and privacy
22.1 Paydel processes personal data in accordance with its Privacy Policy and applicable law, including Kenya's Data Protection Act.
22.2 Depending on the activity, Paydel may act as a data controller, data processor or independent controller.
22.3 Merchants must have a lawful basis to provide Paydel with personal data concerning Customers, staff, Riders or other people.
22.4 Merchants must not upload more personal information than reasonably necessary for the service.
22.5 Paydel may process information including:
- name;
- delivery address;
- email address;
- telephone number;
- Order details;
- payment status;
- delivery status;
- fulfilment events;
- support records;
- technical and security information.
22.6 Personal-data access, correction, objection, deletion and other rights are governed by the Privacy Policy and applicable law.
22.7 Paydel may retain records required for financial, legal, tax, fraud, audit, dispute or regulatory reasons even where other Account information has been deleted, but will minimise or redact personal data where appropriate.
23. Communications
23.1 Paydel may send transactional communications necessary to provide a Service through configured channels, including email, SMS, in-app notification or similar communications.
23.2 Transactional communications may include:
- Order updates;
- delivery status;
- payment requests;
- OTPs;
- security warnings;
- Account notices;
- payout information; and
- support information.
23.3 Marketing communications will be handled according to applicable law and available preferences.
24. Intellectual property
24.1 Paydel and its licensors retain ownership of the Paydel Platform, brand, software, designs, source code, documentation, APIs, workflows and related intellectual property.
24.2 Subject to these Terms, Paydel grants you a limited, revocable, non-exclusive, non-transferable right to use the Platform for its intended purpose.
24.3 Merchants retain ownership of their Product content and business data.
24.4 You grant Paydel the limited rights reasonably necessary to host, process, transmit and display content in order to provide the Services.
25. Suspension, investigation and termination
25.1 Paydel may suspend, restrict or terminate an Account or Service where reasonably necessary because of:
- breach of these Terms;
- fraud;
- material security risk;
- non-payment;
- prohibited goods;
- unlawful conduct;
- false KYC/KYB information;
- abusive activity;
- repeated serious complaints;
- payment or settlement risk;
- insolvency risk;
- regulatory requirements; or
- court or lawful authority instructions.
25.2 Paydel may preserve relevant records, request information and cooperate with banks, payment partners, regulators, courts or law-enforcement authorities where permitted or required by law.
25.3 Where reasonable and lawful, Paydel will give notice of a suspension or termination and an opportunity to resolve remediable issues.
25.4 Termination does not remove obligations already incurred.
26. Service availability and changes
26.1 Paydel may add, modify, restrict or discontinue features or service areas.
26.2 Some capabilities depend on:
- country;
- delivery area;
- Merchant plan;
- payment-provider availability;
- courier coverage;
- Shopify capability;
- regulatory permission; or
- Merchant configuration.
26.3 A feature marked “Coming soon”, “Unavailable” or similar is not an undertaking that the feature will be made available by a particular date.
26.4 For the Shopify app, only countries and capabilities shown as enabled in the Platform are available for use.
27. Disclaimers
27.1 Paydel will use reasonable skill and care in providing its Services.
27.2 However, Paydel does not guarantee that every Service will be:
- uninterrupted;
- error-free;
- delay-free;
- fraud-free;
- loss-free;
- continuously available; or
- compatible with every third-party platform.
27.3 Paydel does not guarantee:
- Merchant sales;
- conversion rates;
- Customer behaviour;
- Merchant-Owned Rider performance;
- third-party courier performance;
- Shopify availability;
- payment-provider uptime;
- network availability;
- tax treatment; or
- Product quality.
27.4 Nothing in this clause excludes statutory warranties, duties or remedies that cannot lawfully be excluded.
28. Limitation of liability
28.1 This clause applies only to the maximum extent permitted by law.
28.2 Paydel is not liable for indirect, incidental, special, punitive or consequential loss, including loss of profit, revenue, opportunity, goodwill or anticipated savings, where such loss may lawfully be excluded.
28.3 For a Paydel Courier Service claim, where Paydel is liable and liability may lawfully be limited, liability will not exceed the lowest applicable amount among:
- the direct proven loss;
- the accepted Declared Value;
- an applicable published compensation limit; or
- applicable insurance proceeds or limits,
subject to mandatory law.
28.4 For a software, integration or Checkout Only claim, where liability may lawfully be limited, Paydel's aggregate liability will not exceed the direct proven loss and, in respect of a paid affected service, the fees paid to Paydel for that affected service during the three months preceding the event giving rise to the claim.
28.5 Paydel is not liable for money collected directly by a Merchant or Merchant-Owned Rider merely because the collection was recorded in Paydel.
28.6 Paydel is not liable for a Third-Party Courier's acts except where Paydel expressly assumes the relevant responsibility or applicable law imposes it on Paydel.
28.7 Nothing in these Terms excludes or limits liability to the extent exclusion or limitation is prohibited by law, including liability arising from fraud or other liability that cannot legally be excluded.
29. Business-user indemnity
29.1 This clause applies to Merchants and other business users, not to Customers acting solely as consumers where such an indemnity would be unlawful or unfair.
29.2 A business user will indemnify Paydel against reasonable losses, claims, penalties, taxes, damages, chargebacks, refunds, regulatory actions and legal costs arising from:
- the Merchant's Products;
- Product defects or recalls;
- counterfeit or unlawful Products;
- the Merchant's breach of law;
- tax failures;
- inaccurate information;
- Merchant-Owned Riders;
- Merchant staff;
- Merchant-caused data breaches;
- intellectual-property infringement;
- fraud;
- unlawful payment activity;
- breach of these Terms; or
- misuse of Paydel,
except to the extent the loss was caused by Paydel's own breach, negligence or other conduct for which liability cannot lawfully be excluded.
30. Force majeure
Neither party is responsible for failure or delay caused by events outside its reasonable control, including severe weather, natural disaster, war, terrorism, civil disorder, labour disruption, widespread telecommunications failure, major payment-network outage, government action or similar events.
This clause does not excuse payment obligations that accrued before the event or obligations that law does not permit to be excused.
31. Complaints
31.1 Complaints should first be submitted to:
31.2 Include the relevant Order, Package, payment, tracking or transaction reference and enough information for Paydel to investigate.
31.3 Paydel may request reasonable supporting evidence.
31.4 Paydel will handle complaints in accordance with applicable law and the relevant Service Mode.
32. Business dispute resolution
32.1 These Terms are governed by the laws of Kenya.
32.2 For a dispute between Paydel and a Merchant or other business user, the parties will first attempt to resolve the matter through good-faith negotiation.
32.3 Either party may issue written notice describing the dispute. Senior representatives of the parties will attempt resolution for at least 15 Business Days.
32.4 If unresolved, either party may propose mediation in Nairobi.
32.5 If the dispute is not resolved within 30 days after a mediation request, the dispute may be finally resolved by arbitration administered by the Nairobi Centre for International Arbitration (NCIA) under its applicable Arbitration Rules.
The arbitration shall:
- be conducted by one arbitrator unless otherwise agreed;
- have its seat in Nairobi, Kenya; and
- be conducted in English.
Kenyan law recognises domestic and international arbitration and NCIA administers such arbitrations under its statutory framework and rules.
32.6 Nothing prevents Paydel or the other party from seeking urgent interim or injunctive relief, preserving evidence, pursuing uncontested debt, responding to a regulator, protecting intellectual property or taking another step that cannot reasonably await arbitration.
33. Consumer disputes
33.1 A Customer acting as a consumer is not required by these Terms to submit to mandatory pre-dispute arbitration where doing so would limit a statutory right or remedy.
33.2 Consumers may pursue complaints, statutory remedies, competent Kenyan courts, regulators or other dispute mechanisms available under applicable law.
34. Electronic records
34.1 You agree that Orders, acceptance events, OTP events, logs, electronic signatures, payment records, API records, Shopify records, delivery records and other electronic records may be retained and used as evidence of Platform activity.
34.2 Such records are subject to applicable evidentiary law and may be challenged where there is credible contrary evidence.
35. Changes to these Terms
35.1 Paydel may update these Terms to reflect:
- changes in law;
- regulation;
- Platform features;
- security requirements;
- pricing structures;
- payment arrangements;
- service areas; or
- business operations.
35.2 The updated version will show its effective date.
35.3 For material changes, Paydel may provide notice through the Platform, email or another reasonable channel and may require renewed acceptance where appropriate or legally required.
35.4 Changes will not remove a right that applicable law says cannot be removed.
36. General provisions
Severability
If a provision is invalid or unenforceable, the remaining provisions continue to apply.
No waiver
Failure to enforce a provision immediately does not waive the right to enforce it later.
Assignment
Paydel may assign these Terms as part of a lawful merger, restructuring, financing, acquisition, sale or transfer of business.
You may not transfer your Account or contractual rights without Paydel's written consent except where law provides otherwise.
No unintended agency
Except where expressly agreed, these Terms do not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship or agency relationship between Paydel and a Merchant.
Entire agreement
These Terms together with applicable incorporated agreements constitute the agreement relating to the relevant Paydel Service.
Survival
Provisions concerning amounts due, taxes, records, data retention, intellectual property, claims, liability, indemnity, investigations and disputes survive termination to the extent necessary to give them effect.
Language
These Terms are written in English. If a translation is provided and there is an inconsistency, the English version governs to the extent permitted by law.
37. Contact Paydel
Paydel Limited
Kenya
- Website: https://paydel.co.ke
- Support and complaints: paydelapp@gmail.com
- Legal and privacy: kiugu@paydel.co.ke
- Telephone: +254 769 085 782