VESPER — MASTER TERMS

Master Terms and Conditions

EFFECTIVE DATE: 11 SEPTEMBER 2026 | LAST UPDATED: 11 SEPTEMBER 2026

These Terms govern your access to and use of the VESPER website, mobile applications, marketplace, community features, digital services and other services operated under the VESPER brand.

1. About These Terms

These Terms and Conditions ("Terms") govern your access to and use of the VESPER website, mobile applications, marketplace, community features, digital services and other services operated under the VESPER brand ("VESPER", "we", "us" or "our").

VESPER is operated in Kenya as a registered business/business name by its proprietor.

Registered Business Name: [INSERT REGISTERED BUSINESS NAME]
Proprietor: [INSERT LEGAL NAME]
Business Registration Number: [INSERT NUMBER]
Country: Kenya

VESPER is an automotive-focused digital platform intended to connect vehicle owners, drivers, automotive businesses, vendors, enthusiasts, creators and other users.

By creating an account, accessing the Platform, purchasing a subscription, submitting a Vendor application, purchasing a product, creating a Listing, uploading Content or otherwise using VESPER, you agree to these Terms and the policies incorporated into them.

If you do not agree with these Terms, you must not use VESPER.

2. Definitions

For purposes of these Terms:

"Account" means a registered VESPER user account.

"Customer" means a person purchasing or attempting to purchase a product or service through VESPER.

"Vendor" means an approved business, seller, merchant or other commercial participant permitted to operate on VESPER.

"Listing" means a product, vehicle, business, service, advertisement or other commercial offering displayed through VESPER.

"Marketplace" means VESPER's commercial marketplace through which Vendors may advertise and offer permitted products or services.

"Content" means text, photographs, videos, graphics, reviews, comments, vehicle information, documents and other material submitted to VESPER.

"Subscription" means a free, promotional or paid plan providing specified VESPER features or privileges.

"Platform" means VESPER's website, application, software, systems, databases and associated digital infrastructure.

"Verification" means a process through which VESPER reviews information or documents submitted by a User or Vendor.

3. Acceptance of Terms

By using VESPER, you confirm that:

You have read and understood these Terms;
The information you provide is accurate to the best of your knowledge;
You will comply with applicable Kenyan law;
You will not use VESPER for unlawful, fraudulent or abusive purposes; and
You accept the policies incorporated into these Terms.

Where a User is legally incapable of entering into a particular transaction, the User must not use VESPER for that transaction without the required authority or consent.

4. VESPER's Platform Role

VESPER is primarily a digital marketplace, automotive community and technology platform.

Unless expressly stated otherwise, VESPER does not:

Manufacture products listed by Vendors;
Own products listed by independent Vendors;
Guarantee the quality of Vendor products;
Guarantee the condition of a vehicle;
Act as the Vendor's employee or agent;
Guarantee a Vendor's business practices;
Guarantee that a transaction will be completed; or
Guarantee that a User will achieve any particular commercial result.

The contractual relationship concerning the sale of a Vendor's product may exist primarily between the Vendor and Customer.

VESPER may facilitate discovery, communication, payment processing, verification, marketplace functionality and dispute handling without becoming the owner or manufacturer of the underlying product.

5. User Accounts

Users must provide accurate and current information.

You are responsible for:

Your account credentials;
Activity conducted through your account;
Maintaining accurate account information;
Preventing unauthorized access;
Immediately reporting suspected unauthorized access; and
Complying with these Terms.

You must not:

Impersonate another person;
Create an account using false information;
Create an account for fraudulent purposes;
Sell or transfer an account without authorization; or
Maintain an account for another person without authorization.

VESPER may suspend or restrict an account where there are reasonable grounds relating to fraud, abuse, security, unlawful activity or violation of these Terms.

6. Vendor Registration

A Vendor may be required to provide information and documentation before being approved. Depending on the Vendor category, VESPER may request:

Business registration information;
KRA PIN or applicable tax information;
Relevant licences;
Business location;
Proprietor, director, manager or authorized representative information;
Identification information;
Contact details;
Bank or payout information;
Product or vehicle documentation;
Ownership-related information; and
Other information reasonably necessary for verification, safety, compliance or operation of the Marketplace.

Submitting information does not guarantee approval.

VESPER may request additional information, reject an application, suspend a Vendor or remove a Vendor where information is incomplete, materially inaccurate, fraudulent, expired or otherwise unsuitable.

7. Vendor Responsibilities

Every Vendor is responsible for:

The legality of its business;
The legality and authenticity of its products;
Accurate Listings;
Accurate pricing;
Product availability;
Product condition;
Customer communication;
Delivery or collection arrangements;
Applicable warranties;
Applicable refunds;
Applicable taxes;
Licences and permits;
Compliance with applicable law; and
Representations made about its products or services.

A Vendor must not list stolen, counterfeit, prohibited, unlawfully obtained or materially misrepresented goods.

8. Listings

All Listings must be accurate, lawful and not materially misleading. Where applicable, Listings must disclose:

Product condition;
Vehicle condition;
Mileage;
Relevant specifications;
Price;
Availability;
Location;
Material defects;
Warranty information;
Photographs;
Ownership-related information where represented; and
Other information reasonably necessary for an informed purchasing decision.

VESPER may review, moderate, reject, edit, restrict or remove Listings that violate these Terms or applicable law.

9. Vehicle Listings and Verification

VESPER may permit Users and Vendors to submit vehicles for Listing or Verification. Where applicable, VESPER may request:

Vehicle registration information;
Vehicle identification information;
Ownership-related documentation;
Importation documentation;
Inspection documentation;
Maintenance or service records;
Photographs;
Identification information; and
Other supporting material.

Verification is intended to assist Users in evaluating information submitted to VESPER.

Verification does not constitute a guarantee that:

A vehicle has never been involved in an accident;
A vehicle has no mechanical defects;
Documents are incapable of being fraudulent;
Ownership is undisputed;
Mileage is necessarily genuine; or
Every historical event concerning a vehicle has been identified.

Customers should conduct independent mechanical, legal and ownership due diligence before purchasing a vehicle.

Confidential verification documentation shall not ordinarily be publicly displayed unless permitted by the applicable Privacy Policy, authorized by the relevant person, or required or permitted by law.

10. Pricing

Vendors are responsible for ensuring that prices displayed in their Listings are accurate.

VESPER may display prices supplied by Vendors and may display applicable platform charges separately.

Unless expressly stated otherwise, VESPER does not determine a Vendor's product price.

11. Commission

VESPER may charge Vendors a commission on eligible transactions.

Current standard commission

The current standard VESPER Marketplace commission is: 9% of the applicable transaction value.

However, the applicable commission may differ depending on:

Vendor subscription;
Membership level;
Promotional arrangement;
Vendor category;
Product category;
Commercial agreement; or
Other VESPER pricing arrangements.

A Vendor's applicable commission rate shall be communicated through the relevant subscription, Vendor agreement, dashboard, pricing page or transaction information.

VESPER may change commission rates in the future. Where a new or amended commission rate materially affects an existing Vendor arrangement, VESPER shall provide reasonable notice where required or appropriate.

The applicable rate for a transaction shall be the rate communicated as applicable to that Vendor and transaction at the relevant time.

12. Taxes

VESPER may charge taxes or legally required amounts on its own taxable fees and commissions.

Vendors remain responsible for their own tax obligations arising from their businesses, income and transactions, except to the extent that VESPER is legally required to collect, withhold or remit an amount.

Where applicable, VAT or other taxes may be applied to VESPER's taxable charges.

13. Payments

VESPER may support payment methods including:

M-Pesa;
Card payments;
Stripe;
PayPal; and
Other payment providers introduced by VESPER.

Payment processing may be performed by third-party payment providers.

A User must provide accurate payment information and comply with the applicable payment provider's terms.

VESPER may use payment providers to process, verify, settle or facilitate transactions.

14. Vendor Payouts

Subject to successful transaction processing, applicable verification, refunds, disputes, chargebacks, fraud checks and other legitimate controls, Vendor payouts may be processed within the period specified by VESPER.

VESPER's current target payout period is up to seven (7) working days, where applicable.

Payouts may be delayed where reasonably necessary because of:

A Customer dispute;
Refund processing;
Fraud or security investigation;
Payment-provider restrictions;
Incorrect Vendor information;
Legal or regulatory requirements;
Chargebacks; or
Other legitimate operational circumstances.

15. Refunds

The Vendor is generally responsible for refunds relating to products or services supplied by that Vendor.

Vendors must honour applicable statutory consumer rights and any additional refund policy they expressly offer.

Where VESPER processes or facilitates the payment, VESPER may assist in processing an applicable refund.

VESPER does not waive or remove any mandatory consumer rights provided by Kenyan law.

16. Subscriptions

VESPER may offer:

Free accounts;
Free introductory periods;
Paid subscriptions;
Vendor subscriptions;
Membership plans; and
Promotional plans.

Each plan may have different:

Prices;
Features;
Commission rates;
Vendor capabilities;
Listing limits;
Promotional benefits;
Duration; and
Eligibility requirements.

The applicable subscription terms shall be displayed before purchase.

A subscription does not guarantee sales, customers, profits, visibility or business success.

VESPER may modify subscription plans subject to applicable law and reasonable notice where required.

17. Community

VESPER may provide social and community functionality including:

Posts;
Groups;
Clubs;
Crews;
Comments;
Reviews;
Photos;
Videos;
Messaging;
Events;
Articles; and
Automotive discussions.

Users are responsible for Content they publish.

Users must not use community features to harass, threaten, defraud, impersonate, discriminate against or unlawfully target another person.

18. User-Generated Content

Users retain ownership of Content they lawfully own.

By submitting Content to VESPER, you grant VESPER a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display, distribute and technically process that Content to the extent reasonably necessary to operate, maintain, improve and promote VESPER.

This licence does not transfer ownership of the Content to VESPER.

You represent that you have the necessary rights and permissions to submit the Content.

VESPER may remove Content that violates these Terms, applicable law, intellectual-property rights or reasonable community standards.

19. Reviews and Ratings

Reviews must represent genuine experiences.

Users must not:

Create fake reviews;
Manipulate ratings;
Threaten another person for a review;
Offer unlawful incentives for misleading reviews;
Publish knowingly false information; or
Use reviews primarily to harass or attack another person.

VESPER may moderate or remove reviews that violate these Terms.

20. Acceptable Use

Users must not use VESPER to:

Commit unlawful activity;
Facilitate fraud;
Sell prohibited goods;
Upload malicious software;
Gain unauthorized access to systems;
Circumvent security;
Harvest personal data without authorization;
Manipulate marketplace systems;
Conduct fraudulent transactions;
Infringe intellectual-property rights;
Publish private information without lawful authority;
Impersonate another person or business; or
Interfere with the operation of VESPER.

21. Intellectual Property

The VESPER name, logo, branding, original designs, software, databases, interface elements and original materials are owned by or licensed to VESPER unless otherwise stated.

Nothing in these Terms grants a User ownership of VESPER intellectual property.

Third-party trademarks remain the property of their respective owners.

22. Privacy

VESPER collects and processes personal information in accordance with applicable Kenyan data-protection law and the VESPER Privacy and Data Protection Policy.

Information may include account information, contact information, business information, location information, vehicle information, verification documentation, communications, transaction information and other information necessary for VESPER's operation.

VESPER shall process personal data according to applicable legal requirements, including principles concerning lawful, fair and transparent processing, purpose limitation, data minimisation, accuracy, security and data-subject rights.

23. Third-Party Services

VESPER may integrate with third-party services including payment processors, mapping providers, hosting providers, analytics providers, communication services and social platforms.

Third-party services operate according to their own terms and policies.

VESPER is not responsible for independent third-party services outside VESPER's reasonable control.

24. Platform Availability

VESPER aims to provide reliable service but does not guarantee uninterrupted or error-free availability.

The Platform may temporarily become unavailable because of:

Maintenance;
Updates;
Technical failures;
Hosting failures;
Internet outages;
Security incidents;
Third-party failures;
Force majeure; or
Other circumstances outside VESPER's reasonable control.

25. Limitation of Responsibility

To the maximum extent permitted by applicable law, VESPER shall not be responsible for losses arising solely from:

A Vendor's independent conduct;
A Vendor's product defects;
A Vendor's inaccurate Listing;
A User's failure to conduct appropriate due diligence;
Third-party service interruptions;
Unauthorized actions by third parties; or
Events outside VESPER's reasonable control.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under Kenyan law.

Nothing in these Terms removes statutory consumer rights.

26. Indemnity

To the extent permitted by law, a Vendor or User may be responsible for losses, claims, liabilities, costs or reasonable expenses arising from that person's:

Breach of these Terms;
Fraudulent conduct;
Unlawful conduct;
Infringement of another person's intellectual-property rights;
Misrepresentation; or
Violation of applicable law.

This provision does not require a User to indemnify VESPER for losses caused by VESPER's own unlawful conduct or liability that cannot legally be transferred.

27. Suspension and Termination

VESPER may suspend, restrict or terminate an account where reasonably necessary because of:

Fraud;
Serious misconduct;
Repeated violations;
Illegal activity;
Security threats;
Material misrepresentation;
Non-payment;
Marketplace manipulation;
Intellectual-property infringement; or
Other material violations.

Where appropriate, VESPER may provide the User with an opportunity to remedy a violation.

Termination does not automatically extinguish obligations that arose before termination.

28. Complaints and Disputes

Users should first submit complaints to VESPER through the designated support or complaints channel.

VESPER may investigate complaints and request relevant information from the parties.

Where a dispute cannot be resolved internally, the parties may pursue remedies available under Kenyan law.

Nothing in these Terms prevents a consumer from exercising a statutory right or remedy.

29. Governing Law

These Terms are governed by the laws of the Republic of Kenya.

Any dispute shall be dealt with in accordance with applicable Kenyan law and the jurisdiction of competent Kenyan courts or other lawful dispute-resolution mechanisms.

30. Changes to These Terms

VESPER may amend these Terms from time to time.

Where a material amendment is made, VESPER may provide reasonable notice through the Platform, email or another appropriate communication method.

The updated version shall state its effective date.

31. Severability

If any provision of these Terms is found to be unlawful or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.

32. Entire Agreement

These Terms, together with the VESPER Privacy Policy and other policies expressly incorporated into them, constitute the principal terms governing use of VESPER.

Specific agreements between VESPER and Vendors may contain additional commercial terms.

Where a specific agreement expressly conflicts with these Terms, the specific agreement shall govern the relevant subject matter.

33. Contact

VESPER
Registered Business Name: [MXD]

Email: [INFO@VESPERMXD.COM]
Telephone: [+254 74800 4605]
Address: [KIAMBU]
Kenya