Terms of Service

These Terms of Service ("Terms") govern access to and use of Ghala, a WhatsApp-native commerce platform and messaging/developer infrastructure operated by Neurotech Company Limited ("Neurotech," "we," "us," or "our"), registered in Tanzania (Registration No. 154911294, TIN 159-911-294), Sky City Mall, University Road, Dar es Salaam.

By creating a Ghala account, accessing our website, or using our APIs, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. The Service

Ghala provides:

• A WhatsApp-native commerce layer that lets merchants create storefronts, manage product catalogues, and receive and fulfil orders through WhatsApp.
• A messaging and developer infrastructure layer that allows developers and merchants to build custom conversational and commerce experiences on top of Ghala's platform via API.
• Native integration with Snippe for payment links, payment pages, and transaction reconciliation.

Ghala is one of four products operated by Neurotech, alongside Sarufi, Snippe, and Sema. Use of Snippe's payment functionality within Ghala is additionally governed by Snippe's own terms and applicable payment-services regulation.

2. Eligibility and Account Registration

• You must be able to form a legally binding contract to use Ghala. Merchants must be a registered business or an individual with legal authority to conduct commerce in their jurisdiction.
• You are responsible for the accuracy of information provided during onboarding, including business identity and compliance information required to enable payments.
• You are responsible for maintaining the confidentiality of your account credentials and API keys, and for all activity that occurs under your account.
• We may require identity or business verification before enabling certain features, particularly payment functionality, consistent with our obligations as a participant in the Bank of Tanzania's regulatory sandbox and applicable financial regulation.

3. Merchant Responsibilities

As a merchant using Ghala, you agree to:

• Provide accurate product listings, pricing, and fulfilment information to shoppers.
• Comply with all applicable consumer protection, tax, and e-commerce laws in the jurisdictions where you sell.
• Only message shoppers in compliance with WhatsApp's Business Messaging Policy and applicable anti-spam and communications law, including obtaining appropriate consent before initiating conversations.
• Not use Ghala to sell prohibited, illegal, counterfeit, or restricted goods or services.
• Not use Ghala's AI-assisted or automated messaging features to mislead, deceive, or defraud shoppers.
• Fulfil orders and handle refunds, cancellations, and disputes with your customers in a timely and lawful manner. Ghala is a commerce and messaging platform, not a party to the underlying sale between you and your customer.

4. Developer Use of the API

If you access Ghala's messaging/developer infrastructure via API:

• You may only use API access for legitimate integrations you are authorized to build, whether for your own business or on behalf of a client merchant.
• You must comply with any documented rate limits, authentication requirements, and usage guidelines.
• You may not use the API to access, scrape, or process data belonging to merchants or shoppers you do not have authorization to serve.
• We may suspend or revoke API access for security violations, abuse, or breach of these Terms.

5. Payments

• Payment processing within Ghala is provided through Snippe or other licensed payment partners. Neurotech does not custody merchant or shopper funds outside of these regulated payment flows.
• Fees applicable to payment processing, subscription tiers, or usage-based charges will be disclosed at the time of purchase or in your merchant agreement, and are subject to change with notice.
• Merchants are responsible for any taxes applicable to their sales.

6. Acceptable Use

You agree not to:

• Use the Service to violate any applicable law or regulation, including Tanzania's Personal Data Protection Act and consumer protection legislation.
• Interfere with or disrupt the integrity or performance of the Service, including through unauthorized access attempts, malware, or excessive automated requests.
• Use Ghala to send unsolicited bulk messages, spam, or content that violates WhatsApp's platform policies.
• Reverse-engineer, resell, or white-label the Service without a separate written agreement with Neurotech.
• Misrepresent your identity or affiliation, or impersonate another business or individual.

We reserve the right to suspend or terminate accounts that violate these Terms, WhatsApp's platform policies, or applicable law.

7. Intellectual Property

• Neurotech retains all rights, title, and interest in and to the Ghala platform, including its software, branding, and documentation.
• Merchants retain ownership of their own content (product listings, images, business branding) uploaded to Ghala, and grant Neurotech a limited license to host, display, and process that content solely to operate the Service.
• You may not use Neurotech's or Ghala's trademarks, logos, or branding without prior written permission, except as necessary to accurately describe your use of the Service.

8. Third-Party Services

Ghala integrates with third-party services, including Meta's WhatsApp Business Platform and Snippe's payment infrastructure. Your use of those integrations is also subject to the applicable third party's terms. Neurotech is not responsible for the availability, performance, or policies of third-party services outside our control.

9. Disclaimers

The Service is provided "as is" and "as available." To the maximum extent permitted by law, Neurotech disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee uninterrupted or error-free operation of the Service, including WhatsApp messaging delivery, which depends in part on third-party infrastructure outside our control.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Neurotech shall not be liable for indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities arising from your use of or inability to use the Service. Neurotech's total liability for any claim arising from these Terms or the Service shall not exceed the fees paid by you to Neurotech in the three (3) months preceding the claim.

11. Indemnification

You agree to indemnify and hold harmless Neurotech, its officers, employees, and affiliates from any claims, damages, liabilities, and expenses arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party, including shoppers you transact with.

12. Termination

• You may stop using the Service and close your account at any time.
• We may suspend or terminate your access to the Service, with or without notice, for violation of these Terms, suspected fraud, legal or regulatory requirements, or risk to the Service or other users.
• Upon termination, provisions relating to intellectual property, disclaimers, limitation of liability, and indemnification survive.

13. Changes to the Service and Terms

We may modify or discontinue features of the Service, and may update these Terms from time to time. Material changes will be communicated through the merchant dashboard or by email. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

14. Governing Law

These Terms are governed by the laws of the United Republic of Tanzania. Any disputes arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Tanzania, without prejudice to any mandatory consumer protection rights you may have in your own jurisdiction.

15. Contact Us

Neurotech Company Limited Sky City Mall, University Road, Dar es Salaam, Tanzania Email: legal@ghala.io

For questions about these Terms, contact us using the details above.