Solution Provider Terms and Conditions

1. Introduction and Acceptance

These Solution Provider Terms and Conditions ("Provider Terms" or "this Agreement") govern the relationship between App Town Technologies Ltd, a company incorporated in Kenya and operator of the J-Uza Green Solutions Marketplace at www.j-uza.com ("J-Uza", "we", "us", "our"), and any individual, company, or organisation ("Provider", "you", "your") that applies to list solutions, products, or services on the J-Uza platform.

By submitting an application to list on J-Uza, or by accepting an invitation to become a Founding Partner, you agree to be bound by these Provider Terms, our Refund Policy, our Privacy Policy, and any other policies published on j-uza.com, all of which are incorporated by reference into this Agreement.

If you do not agree to these terms, do not submit an application or list any solution on J-Uza.

2. Definitions

"Green Solution" means any verified sustainability tool, nature-based solution, carbon project, clean energy product, or environmentally certified service listed or proposed for listing on the J-Uza marketplace.

"Listing" means a published profile, product page, or service page for a Green Solution on j-uza.com.

"Founding Partner" means a Provider accepted into the first wave of verified solution providers on J-Uza prior to the public marketplace launch.

"Buyer" means any individual, company, or organisation that accesses, enquires about, or purchases a Green Solution through j-uza.com.

"Commission" means the percentage of a completed transaction value payable by the Provider to J-Uza as set out in Section 7 of this Agreement.

"Green Credentials" means the verified sustainability standards, certifications, impact data, and SDG alignment documentation that a Provider must submit for review prior to listing.

"Platform" means the J-Uza website, marketplace, assessment tools, and associated digital infrastructure at www.j-uza.com.

3. Eligibility and Application

3.1 Who May Apply — J-Uza is a curated marketplace. Listing is by application only and is not open to all providers. To be eligible you must offer a verifiable green solution, demonstrate third-party verification or measurable environmental impact, be a legally registered business or sole proprietor in good standing, serve buyers in East Africa and/or the Gulf/UAE, and agree to maintain accurate up-to-date information on your Listing at all times.

3.2 Application Process — All prospective Providers must complete J-Uza's five-stage onboarding process: (1) Expression of Interest, (2) Green Credentials Review, (3) Profile and Listing Setup, (4) Founding Partner Designation, and (5) Academy Access.

3.3 Acceptance at Our Discretion — J-Uza reserves the right to accept or reject any application at its sole discretion, without obligation to provide reasons. Submission of an application does not guarantee listing approval. J-Uza may also revoke an approved listing at any time if the Provider no longer meets eligibility criteria or breaches these Provider Terms.

4. Green Credentials and Verification

4.1 Verification Requirement — Every solution listed on J-Uza must be reviewed and approved against J-Uza's Green Credentials framework before going live, covering carbon data and lifecycle assessment methodology, SDG alignment, third-party certification (Verra, Gold Standard, ISO 14001, IUCN, GRI, CDACC), regional environmental impact data, and supply chain transparency where applicable.

4.2 Provider Representations — You represent and warrant that all information submitted is accurate, complete, and not misleading; all certifications and impact data are genuine, current, and verifiable; you will promptly notify J-Uza of material changes; and you will not make claims on your Listing that exceed your verified data.

4.3 Re-verification — J-Uza reserves the right to require re-verification at any time. Failure to provide updated documentation within 30 days of a re-verification request may result in suspension or removal of your Listing.

5. Listing Standards and Prohibited Content

5.1 Listing Requirements — All Listings must include accurate solution name and description, Provider category, regional availability, at least one verified impact metric, SDG badges where applicable, certification expiry date where applicable, and a clear buyer call to action.

5.2 Prohibited Listings — You may not list any solution that makes unverified or misleading environmental claims (greenwashing); promotes products causing net environmental harm; involves illegal activities in Kenya, the UAE, or your home jurisdiction; infringes third-party IP; or relates to activities prohibited under Kenyan law or Paystack's Acceptable Use Policy.

5.3 Accuracy and Updates — You are solely responsible for ensuring your Listing remains accurate and up to date. J-Uza is not liable for any loss arising from inaccurate Listing information provided by you.

6. Your Relationship with Buyers

You are solely responsible for the quality, delivery, and performance of your green solution; providing accurate pre-sale information; responding to Buyer enquiries and demo requests within a reasonable timeframe (recommended: 48 hours); resolving any disputes with Buyers directly and in good faith; and complying with applicable consumer protection laws in the Buyer's jurisdiction.

J-Uza facilitates the connection between Providers and Buyers but is not a party to any transaction between you and a Buyer. J-Uza is not responsible for the delivery, quality, or outcome of any solution sold through the platform.

7. Fees, Commission, and Payments

7.1 Listing Fee — There is currently no fee to list a solution on J-Uza during the Founding Partner onboarding phase. J-Uza reserves the right to introduce listing fees in future with a minimum of 30 days written notice.

7.2 Commission — J-Uza charges a commission of 15% on the value of each completed transaction facilitated through the Platform. This covers platform fee and Paystack processing costs. Commission is calculated on gross transaction value excluding applicable taxes. Rates may be revised with a minimum of 30 days written notice.

7.3 Payment Processing — Payments are processed by Paystack Payments Kenya Limited, licensed by the Central Bank of Kenya. Settlement timelines follow Paystack's payout schedule (T+2 local, 7 business days international).

7.4 Taxes — You are solely responsible for determining, collecting, reporting, and remitting any taxes applicable to your sales through J-Uza, including VAT, withholding tax, or any other levy in your or the Buyer's jurisdiction.

8. Intellectual Property

8.1 Your IP — You retain all IP rights in your solution, brand, content, and materials. By listing you grant App Town Technologies Ltd a non-exclusive, royalty-free, worldwide licence to display, reproduce, and distribute your Listing content on J-Uza and in J-Uza marketing materials for the purpose of promoting your solution.

8.2 J-Uza IP — All IP on the J-Uza platform including the J-Uza brand, logo, verification framework, assessment tools, and platform technology is owned by App Town Technologies Ltd. You may not use J-Uza's IP without prior written consent.

8.3 Founding Partner Badge — The Founding Partner badge is a designation granted by J-Uza and may be revoked at any time. Use of the badge outside the J-Uza platform requires prior written consent.

9. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement, and not to disclose such information to third parties without prior written consent except as required by law. This obligation survives termination of this Agreement.

10. Limitation of Liability

To the fullest extent permitted by applicable law: J-Uza's total liability to any Provider shall not exceed the total commission paid by that Provider to J-Uza in the three months preceding the event giving rise to the claim; J-Uza is not liable for any indirect, incidental, special, or consequential loss; J-Uza is not liable for any loss arising from platform downtime, technical failures, or actions of third-party providers including Paystack.

Nothing in this clause limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under Kenyan law.

11. Indemnity

You agree to indemnify, defend, and hold harmless App Town Technologies Ltd and its officers, employees, and agents from and against any claims, damages, losses, costs, and expenses (including legal fees) arising from your breach of these Provider Terms; your Listing content including any inaccurate sustainability claims; your relationship with Buyers; your infringement of any third party's IP; or your failure to comply with applicable law.

12. Term and Termination

12.1 Term — This Agreement begins when your application is approved by J-Uza and continues until terminated by either party in accordance with this clause.

12.2 Termination by Provider — You may terminate at any time by giving J-Uza 30 days written notice to support@j-uza.com and ceasing to accept new enquiries. You remain responsible for fulfilling any outstanding commitments to Buyers.

12.3 Termination by J-Uza — J-Uza may suspend or terminate immediately and without notice if you breach these Provider Terms and fail to remedy within 14 days of written notice; make false or unverified sustainability claims; become insolvent; or where required by law.

12.4 Effect of Termination — Your Listing will be removed from J-Uza. Outstanding commission owed remains payable. Clauses on IP, indemnity, confidentiality, and liability survive termination.

13. Amendments to These Terms

J-Uza reserves the right to amend these Provider Terms at any time. We will provide written notice of material changes to the email address associated with your Provider account at least 30 days before changes take effect. Continued use of the platform after the effective date of any amendment constitutes acceptance of the revised terms.

14. Governing Law and Dispute Resolution

These Provider Terms are governed by the laws of the Republic of Kenya. Any dispute that cannot be resolved amicably shall be referred to arbitration in Nairobi under the Kenyan Arbitration Act 1995 (as amended). The language of arbitration shall be English and the award shall be final and binding.

15. General Provisions

Entire Agreement — These Provider Terms, together with J-Uza's Refund Policy, Privacy Policy, and any other policies published on j-uza.com, constitute the entire agreement.

Severability — If any provision is unenforceable, the remaining provisions continue in full force.

Waiver — Failure to enforce any provision does not constitute a waiver.

Assignment — You may not assign your rights or obligations without J-Uza's prior written consent. J-Uza may assign this Agreement without restriction.

Force Majeure — Neither party is liable for delay or failure to perform due to circumstances beyond their reasonable control.

Relationship — Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

16. Contact

Email: support@j-uza.com

Address: Tabere Crescent, 734A, Nairobi, Kenya 00505

Website: www.j-uza.com

App Town Technologies Ltd is a company incorporated in Kenya. J-Uza is a trading brand of App Town Technologies Ltd.