Musa Ventures — Platform Terms of Service

1. About the Platform

Musa operates a technology platform that connects growth-stage African businesses ("SMEs") with financiers, investors, and funding partners ("Financiers"). The Platform facilitates introductions, information sharing, and engagement between SMEs and Financiers.

Musa is not a bank, financial institution, lender, or investment advisor. We act as a facilitator and technology provider. All funding decisions and transactions are made directly between SMEs and Financiers.

2. Definitions

In these Terms:

• Account means your registered account on the Platform.
• Content means all text, images, data, documents, profiles, and other materials available on or through the Platform.
• Financier means a user registered on the Platform as a funding provider, investor, lender, or financial institution.
• Pilot means the Musa Ventures pilot programme connecting SMEs with Financiers.
• Service Fee means the fee payable to Musa as described in Section 7.
• SME means a small or medium enterprise registered on the Platform seeking funding or other financial services.
• User means any person or entity that accesses or uses the Platform, including SMEs and Financiers.
• Funds Deployed means capital disbursed by a Financier to an SME as a result of an introduction made through the Platform.

3. Access and Use

3.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent. By registering, you represent that you have such authority.

3.2 Permitted Use

You may use the Platform solely for lawful purposes related to seeking or providing business funding, and for engaging with the Musa community. You agree to comply with all applicable laws, regulations, and these Terms.

3.3 Prohibited Conduct

You may not:

• Provide false, misleading, or fraudulent information.
• Use the Platform for any unlawful purpose, including money laundering, fraud, or terrorism financing.
• Attempt to gain unauthorised access to any part of the Platform or other users' accounts.
• Interfere with or disrupt the Platform's operations, security, or infrastructure.
• Scrape, harvest, or collect data from the Platform without our written consent.
• Use the Platform to spam, harass, or send unsolicited communications.
• Circumvent the Service Fee or any other payment obligation.
• Post or transmit content that is defamatory, obscene, threatening, or that violates any person's rights (including intellectual property and privacy rights).

4. Accounts

4.1 Registration

To access Platform features, you must register and create an Account. You agree to provide accurate, current, and complete information during registration and to keep your Account details updated.

4.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at team@musaventures.com if you become aware of any unauthorised access to or use of your Account. You are liable for all activity that occurs under your Account.

4.3 One Account Per Entity

Each SME or Financier may maintain only one Account. Accounts are non-transferable.

4.4 Account Suspension or Termination

We may suspend or terminate your Account at any time if we reasonably believe you have breached these Terms, engaged in fraudulent activity, or for any other reason at our discretion, with or without notice.

5. Terms for SME Users

This section applies specifically to Users registered as SMEs.

5.1 SME Profile

As an SME, you agree to:

• Create a complete and accurate business profile, including financial information, business registration details, and any other information requested.
• Keep your profile and uploaded documents current and accurate at all times.
• Promptly disclose any material changes to your business, financial position, or operations that could affect a Financier's decision.

5.2 Engagement with Financiers

Musa will introduce you to Financiers based on your profile and funding needs. You acknowledge that:

• Introductions do not guarantee funding offers or any particular outcome.
• You are responsible for your own due diligence on any Financier or funding offer.
• Any funding agreement you enter into with a Financier is a direct contract between you and that Financier. Musa is not a party to that agreement.

5.3 Representations

By participating, you represent and warrant that:

• Your business is legally registered and operating in compliance with applicable laws.
• The information you provide is truthful, accurate, and not misleading.
• You have the authority to enter into funding agreements on behalf of your business.
• You are not subject to any sanctions, legal proceedings, or insolvency events that would prevent you from receiving funding.

6. Terms for Financier Users

This section applies specifically to Users registered as Financiers.

6.1 Financier Profile

As a Financier, you agree to:

• Provide accurate information about your organisation, funding capacity, investment criteria, and areas of interest.
• Keep your profile current and accurate.
• Comply with all applicable financial regulations, licensing requirements, and anti-money laundering laws.

6.2 Engagement with SMEs

Musa will introduce you to SMEs based on your stated criteria. You acknowledge that:

• Musa does not endorse, guarantee, or warrant the accuracy of any SME's profile, financial information, or business viability.
• All funding decisions are made at your sole discretion and risk.
• You are responsible for conducting your own due diligence on any SME before deploying funds.
• Any funding agreement you enter into with an SME is a direct contract between you and that SME. Musa is not a party to that agreement.

6.3 Service Fee Deduction and Remittance

Where a Financier deploys funds to an SME that was introduced through the Platform:

• The SME has authorised the Financier to deduct the Service Fee (as defined in Section 7) from the gross disbursement amount.
• The Financier agrees to remit the deducted Service Fee directly to Musa at the time of or promptly following disbursement, in accordance with the payment instructions provided by Musa.
• The Financier's remittance of the Service Fee to Musa constitutes full and final settlement of the SME's Service Fee obligation to Musa for that disbursement.

6.4 Representations

By participating, you represent and warrant that:

• You are duly authorised and licensed (where applicable) to provide funding or financial services.
• You will comply with all applicable laws, including the Kenya Banking Act, the Central Bank of Kenya regulations, and anti-money laundering requirements.
• Your funding activities through the Platform are conducted in good faith and in compliance with your own internal policies and regulatory obligations.

7. Service Fee

7.1 Fee Structure

Musa's Service Fee is up to 3% of the total Funds Deployed to an SME through a Financier introduced via the Platform.

7.2 When the Fee Applies

The Service Fee applies each time a Financier deploys funds to an SME as a result of an introduction made through the Platform. No fee is payable if no funds are deployed.

7.3 Disbursement Authorisation

By using the Platform, each SME irrevocably authorises:

• The relevant Financier to deduct the Service Fee from the gross amount of each disbursement; and
• The Financier to remit the Service Fee directly to Musa on the SME's behalf.

This authorisation survives termination of these Terms for any disbursements made prior to the effective date of termination.

7.4 Payment

Musa will provide Financiers with invoicing and payment instructions for remitting the Service Fee. The Service Fee is exclusive of any applicable taxes, which shall be borne by the SME.

7.5 No Other Fees

Unless otherwise agreed in writing, Musa does not charge SMEs any upfront registration fees, subscription fees, or membership fees for the Pilot.

8. Content and Intellectual Property

8.1 Musa's Intellectual Property

All rights, title, and interest in the Platform — including its design, software, code, branding, logos, trademarks, and proprietary content — belong to Musa or its licensors. Nothing in these Terms grants you any right to use Musa's intellectual property except as expressly permitted for your use of the Platform.

8.2 User Content

You retain ownership of the content you upload to the Platform ("User Content"). By uploading User Content, you grant Musa a non-exclusive, worldwide, royalty-free licence to use, display, reproduce, and share your User Content for the purposes of operating the Platform and facilitating introductions between SMEs and Financiers.

8.3 Derived Data

Musa may create anonymised, aggregated, or derived data from User Content and Platform usage. Such derived data belongs to Musa and may be used for research, analytics, reporting, and improving our services.

8.4 Feedback

Any suggestions, ideas, or feedback you provide about the Platform may be used by Musa without obligation or compensation to you.

9. Data Protection and Privacy

9.1 Applicable Law

Musa is committed to protecting your personal data in accordance with the Kenya Data Protection Act, 2019 ("DPA") and any regulations issued thereunder by the Office of the Data Protection Commissioner.

9.2 Data We Collect

We collect and process the following categories of data:

• Registration data: Name, email, phone number, role, and organisational details.
• Business data (SMEs): Company registration documents, financial statements, business plans, funding history, and sector information.
• Financier data: Organisation details, investment criteria, licensing information, and funding capacity.
• Usage data: Log data, device information, IP addresses, and Platform activity.
• Communications: Messages, enquiries, and correspondence through the Platform.

9.3 How We Use Your Data

We process your data for the following purposes:

• Operating and improving the Platform.
• Matching SMEs with Financiers and facilitating introductions.
• Communicating with you about the Pilot and Platform activities.
• Compliance with legal and regulatory obligations.
• Generating anonymised analytics and research.

9.4 Data Sharing

We share your data only:

• With other Platform users as necessary to facilitate introductions (e.g., sharing SME profiles with Financiers).
• With service providers who assist in operating the Platform, under appropriate data processing agreements.
• Where required by law, regulation, or legal process.
• With your consent, where applicable.

We do not sell your personal data.

9.5 Data Security

We implement appropriate technical and organisational measures to protect your data against unauthorised access, loss, or misuse, in line with industry best practices and the DPA.

9.6 Your Rights

Under the DPA, you have the right to:

• Access the personal data we hold about you.
• Request correction of inaccurate data.
• Request deletion of your data (subject to legal retention requirements).
• Object to or restrict certain processing activities.
• Data portability where technically feasible.
• Lodge a complaint with the Office of the Data Protection Commissioner.

To exercise your rights, contact us at team@musaventures.com.

9.7 Data Retention

We retain your data for as long as your Account is active and for a reasonable period thereafter as necessary for legal, regulatory, or legitimate business purposes.

10. Disclaimers

10.1 Platform Provided "As Is"

The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Musa disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.2 No Guarantee of Results

Musa does not guarantee that:

• Any SME will receive funding through the Platform.
• Any Financier will find suitable SMEs to fund.
• The Platform will be uninterrupted, error-free, or secure at all times.
• Information provided by other users is accurate, complete, or reliable.

10.3 No Endorsement

Inclusion of any SME or Financier on the Platform does not constitute an endorsement, recommendation, or guarantee by Musa of that party's creditworthiness, business viability, regulatory compliance, or suitability.

10.4 No Financial Advice

Nothing on the Platform constitutes financial, legal, tax, or investment advice. Users should seek independent professional advice before making funding decisions.

11. Limitation of Liability

11.1 Exclusion of Indirect Losses

To the fullest extent permitted by law, Musa shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with the Platform or these Terms.

11.2 Cap on Liability

Musa's total aggregate liability to any User for all claims arising under or in connection with these Terms shall not exceed the total Service Fees received by Musa from or in respect of that User in the 12 months preceding the claim.

11.3 Third-Party Actions

Musa is not liable for the acts, omissions, or defaults of any SME, Financier, or other third party, including any failure to perform a funding agreement.

12. Indemnification

You agree to indemnify, defend, and hold harmless Musa, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms.
• Your use of the Platform.
• Any information you provide through the Platform.
• Any transaction or dispute between you and another User.
• Your violation of any applicable law or regulation.

13. Term and Termination

13.1 Term

These Terms are effective from the date you first access or use the Platform and continue until terminated.

13.2 Termination by You

You may close your Account at any time by contacting us at team@musaventures.com. Termination does not release you from any obligations incurred before the date of termination, including any outstanding Service Fees.

13.3 Termination by Musa

Musa may suspend or terminate your access to the Platform at any time, with or without cause, upon notice to you (where practicable). We may terminate immediately without notice in cases of fraud, material breach, or illegal activity.

13.4 Survival

Sections relating to intellectual property, limitation of liability, indemnification, data protection, governing law, and any accrued payment obligations survive termination.

14. Force Majeure

Musa shall not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by events beyond its reasonable control, including natural disasters, epidemics, government actions, internet or telecommunications failures, cyberattacks, or civil unrest.

15. Modifications to Terms

Musa may update these Terms from time to time. Updated Terms will be posted on the Platform with a revised "Last Updated" date. Material changes will be communicated to you via email or Platform notification. Your continued use of the Platform after changes are posted constitutes acceptance of the revised Terms. If you do not agree with any changes, you should stop using the Platform and close your Account.

16. Third-Party Links and Services

The Platform may contain links to third-party websites or services. Musa is not responsible for the content, accuracy, privacy practices, or availability of any third-party site or service. Access to third-party links is at your own risk.

17. Cookies and Tracking

We use cookies and similar technologies to improve your experience, analyse usage patterns, and personalise content. For details on how we use cookies and how you can manage your preferences, please refer to our Privacy Policy.

18. Errors and Service Interruptions

The Platform may experience interruptions, downtime, or errors due to maintenance, technical issues, or other factors. We will make reasonable efforts to maintain availability but do not guarantee uninterrupted access. You are responsible for maintaining your own backups of important data.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

20. Assignment

You may not assign or transfer your rights or obligations under these Terms without Musa's prior written consent. Musa may assign its rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

21. Entire Agreement

These Terms, together with any applicable SME Participation Terms, Financier Terms, and the Privacy Policy, constitute the entire agreement between you and Musa regarding the Platform and supersede all prior agreements, understandings, and representations.

22. Notices

Notices to Musa should be sent to team@musaventures.com. Notices to you will be sent to the email address associated with your Account. Notices are deemed received when sent by email.

23. Governing Law and Dispute Resolution

23.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Kenya.

23.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. If the dispute is not resolved within 30 days, either party may:

• Refer the dispute to mediation under the Nairobi Centre for International Arbitration (NCIA) Mediation Rules; or
• If mediation fails, refer the dispute to arbitration under the NCIA Arbitration Rules, with the seat of arbitration in Nairobi, Kenya.

Nothing in this section prevents either party from seeking urgent injunctive or interim relief from the courts of Kenya.

23.3 Jurisdiction

Subject to the dispute resolution process above, the courts of Kenya shall have exclusive jurisdiction over any claims arising under these Terms.

24. Contact Us

If you have any questions about these Terms, the Platform, or the Pilot, please contact:

Musa Ventures
Email: team@musaventures.com
Website: musaventures.com

By using the Platform, you acknowledge that you have read, understood, and agree to these Terms of Service.