Terms of Use

1. Introduction / Acceptance

By accessing or using the SME4ME website, APIs, platform services and any content or functionality offered by SME4ME (the "Platform"), you ("you", "User") agree to be bound by these Terms of Use (the "Agreement"). If you do not agree, do not use the Platform.

SME4ME provides a marketplace and matching/transactional platform that facilitates connections between SMEs, potential investors, purchasers and co-founders and supports capital-raising activities. SME4ME itself does not (unless separately disclosed) provide investment advice, legal, tax or accounting services.

2. Definitions

• Investor — an individual or entity that uses the Platform to review or invest in an Offer.
• Issuer / SME / Company — an entity listing on the Platform seeking investment, sale or partnership.
• Offer / Campaign — a listing or fundraising offering published on the Platform.
• Services — the Platform's matching, listing, onboarding, KYC, escrow, payment facilitation, educational and secondary-market services (as applicable).

3. Eligibility & Account Registration

1. You must be at least 18 years old and able to enter contracts under Kenyan law.
2. For Investors: you must satisfy any eligibility, suitability or investor classification checks required by SME4ME or applicable law.
3. You warrant that all registration information you supply is true, accurate and complete and will be kept current.

4. Scope of Services

1. SME4ME facilitates introductions and hosts content uploaded by Issuers. SME4ME may facilitate payment flows, escrow, and KYC/AML checks. SME4ME does not guarantee the truth, accuracy or completeness of Issuer representations.
2. Nothing on the Platform constitutes investment, tax, accounting or legal advice. You must obtain independent advice as needed.

5. KYC, AML, Sanctions & Compliance

1. You agree to provide information and documents necessary for Know-Your-Customer (KYC), Customer Due Diligence (CDD), and anti-money-laundering (AML) screening. SME4ME will verify information, screen against sanctions/PEP lists, and may refuse or suspend accounts where checks fail.
2. SME4ME will maintain records and report suspicious activity to competent authorities in accordance with Kenyan law and may share relevant information with law enforcement or regulators.

6. Investor & Issuer Representations & Warranties

Each User represents and warrants that:

1. they are legally permitted to use the Platform;
2. they will comply with applicable laws (including securities and AML laws);
3. information provided is accurate and not misleading.
4. Issuers additionally represent they have authority to offer securities/interests, that offering materials are accurate, and that they will update material facts.

7. Investment Process, Escrow & Fees

1. Investment commitments: an Investor's commitment becomes binding on the terms stated in each Offer (subscription documents).
2. Escrow: funds may be held with a designated escrow or custodian pending closing.
3. Fees: SME4ME may charge Issuers and/or Investors fees (detailed in a separate Fee Schedule).
4. Refund policy: refund rights depend on the Offer type and applicable regulations.

8. Risk Disclosure

Investing in SMEs and early-stage businesses is high risk, illiquid and may result in total loss. Past performance is not indicative of future results.

9. Intellectual Property

SME4ME owns or is licensed to use content, trademarks and software on the Platform. Users may not copy, reproduce, modify, or distribute Platform content except as permitted.

10. Privacy & Data Protection

1. SME4ME collects and processes personal data in connection with Platform use. SME4ME will process personal data lawfully, fairly and transparently, for specified purposes.
2. Data subject rights (access, correction, deletion, objection, portability) are respected under the Data Protection Act, 2019.
3. More details are in SME4ME's separate Privacy Policy.

11. Confidentiality

Each party will maintain confidential information received from the other and use it only for permitted purposes, except when disclosure is required by law.

12. Third-Party Services

The Platform may link to third-party services. SME4ME is not responsible for third-party terms or performance.

13. Suspension & Termination

SME4ME may suspend or terminate accounts for breach, fraud, or legal/regulatory reasons. Users may close their accounts subject to any outstanding obligations.

14. Indemnity

You agree to indemnify, defend and hold harmless SME4ME, its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or related to your breach of this Agreement, negligence, fraud, misrepresentation or legal non-compliance.

15. Limitation of Liability

SME4ME will not be liable for indirect or consequential damages. SME4ME's aggregate liability for direct damages will be limited to the total fees actually paid by you to SME4ME in the preceding 12 months, except in cases of fraud or willful misconduct.

16. Dispute Resolution & Arbitration (Kenya)

Any dispute shall be finally settled by arbitration in Nairobi, Kenya, conducted under the Arbitration Act and NCIA rules. The seat is Nairobi. The arbitrator's award is final and binding. Parties may apply to a court for interim relief.

17. Governing Law

This Agreement is governed by the laws of Kenya.

18. Notices

Notices to SME4ME must be sent to legal@sme2me.co.ke. SME4ME may send notices to the email on your account.

19. Amendments

SME4ME may amend this Agreement with notice. Continued use after notice constitutes acceptance.

20. Entire Agreement; Severability

This Agreement, together with the Privacy Policy and any Offer documents, constitutes the entire agreement. If any provision is unenforceable, it will be severed.

21. Miscellaneous

Assignment: You may not assign without SME4ME's consent. SME4ME may assign to an affiliate. Failure to enforce a right is not a waiver.