Terms and Conditions

KOKO’s Partner Terms and Conditions

Last updated: 12/2023.

These are the KOKO Partner Terms and Conditions (“Partner Terms”). KOKO and Partner may each be referred to as a “party”, or together as “parties”.

We provide a booking platform called the KOKO Platform, where you can advertise your Partner Services to a range of potential service seekers (“customers”). As part of the KOKO Platform, Partners have a license to use our platform which comes with a broad range of features.

We offer services which enable you to oversee bookings, payments and feedback from potential customers. You can seamlessly manage your team on our platform and receive timely and secure payments.

You are responsible for the Partner Services which you provide to Customers, and the contract for those Partner Services is between you and the Customer. We are in no way liable to Customers for the Partner Service they receive from you.

Definitions

“Affiliate” means in relation to KOKO, any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with KOKO.

“Appointment” means any appointment booking for one or more services from a Partner made through the KOKO Platform, including as updated, re-scheduled or canceled;

“Cancellation Policy” means a policy that is included in these Partner Terms and Service Seeker Terms and Conditions relating to the period of cancellation.

“Customer” means the service seeker of KOKO who books services via the KOKO Platform.

“Intellectual Property Rights” means all intellectual property rights on a worldwide basis, whether currently in existence or or otherwise and whether vested or contingent, including copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trademarks, trade names, signs and other designations provided the foregoing is of a proprietary nature and all similar rights whether registered or otherwise (including all extensions, reversions, revivals and renewals thereof). In relation to registrable rights, the above shall include any applications made or rights to make applications regarding any such rights.

“KOKO Booking” means an appointment booking made by a Customer through the KOKO Booking Services to receive Partner Services, where at the time of making the booking, the Customer chooses a time and/or date at which to receive those Partner Services.

“KOKO Booking Services” means the appointment booking services we offer through our KOKO Platform.

“KOKO Payment Services” means payment services we offer through our KOKO Platform.

“KOKO Platform” means (a) the website https://ko-ko.app/, which is accessible through any web browser (“Website”) and (b) our mobile application published on Apple Store and Google Play Store and downloaded and installed by you on your device (“App”).

“KOKO Services” means the services that KOKO provides, including as applicable (a) access to the KOKO Booking Services and KOKO Platform.

“Order” means orders for services or orders for products made on our Website or App.

“Partner”, “you” and “your” means a selected third-party provider of goods and services (including your employees and contractors) who offers their services for sale on the KOKO Platform. A Partner is not an employee of KOKO, nor does the Partner claim the status of an employee. A Partner is a business or an individual that represents a sole proprietorship.

“Partner Account” means an account on the KOKO Platform belonging to a particular Partner that the Partner’s owners, staff, and other individuals can access.

“Partner Content” means any material provided or made available by or on behalf of the Partner to KOKO for the purposes of incorporation into the KOKO Platform.

“Partner Offer” means a promotional offer set out in a Partner Voucher in respect of certain Partner Services.

“Partner Services” means any products, and/or services of a Partner offered for booking to a Customer.

“Partner Voucher” means a voucher issued by the Partner which includes details of a partner offer along with a unique security code, which, when presented in electronic form, entitles the Partner Voucher holder to receive the partner offer from the Partner subject at all times to the Partner Voucher Rules.

“Partner Voucher Rules” means the eligibility requirements and other terms and conditions relating to the redemption of a Partner Voucher and the supply of the relevant Partner Services, as provided by the Partner and set out on the Partner Voucher or otherwise available to the Customers.

“Payment Processor” means the third-party payment processor supporting KOKO with the provision of the Online Payment Services.

“Promo Codes” means a promotional code which Partners can generate and share with third parties to use when purchasing Partner Services, and are always subject to the Promo Codes Rules.

“Promo Code Rules” means the eligibility requirements and other terms and conditions relating to the use of Promo Codes brought to the attention of any third party who receives a Promo Code.

“Wallet” means a digital or virtual space within our Website and/or App where funds are stored.

About our services

We offer a range of services designed to help you manage your business and advertise it to Customers. The use of the KOKO Platform to offer your services is free of charge but for a fee we can promote Partner businesses to all Customers or potential customers by placing the business on a featured section of the KOKO Platform.

Throughout our engagement, we will provide you with industry standard technical support via phone or email in relation to any services provided by us to you.

We may contact you regarding Appointments or any other matter relating to our services via electronic messages including but not limited to the platform, email, phone, SMS or Whatsapp, using the contact details you provided to us.

Partner’s relationship with KOKO

The following Partner Terms define your relationship with KOKO and give you permission to use all KOKO Services if you agree to the following terms, which explain how the KOKO business works and how we partner with you.

What can you expect from us?

KOKO provides KOKO Services to enable you to manage bookings, employees and financials, including but not limited to multiple staff and locations and managing product inventory and vouchers.

The Partner understands and acknowledges that KOKO is a commercial booking agent and does not provide the Partner Service to the Client. The contract for the Partner Services is between the Partner and the Customer, and as a result, it is the Partner’s responsibility, if the Partner is registered for indirect taxes, to charge indirect tax on the total value of the KOKO Booking and to provide a tax receipt to the Customer, if requested. Additionally, the Partner is also responsible for any direct taxes related to Partner Services.

In the event of fraudulent activities by the Partner or if KOKO is required by law, court order, governmental instruction, arbitrational decision or by its Cancellation Policy to make a refund of all or part of a booked Appointment, KOKO reserves the right to claim a repayment from the Partner of any amount required to be repaid by KOKO to the Customer and for any bank charges relating thereto.

How Partners obtain the license for the use of the KOKO services

The Partner may use the KOKO Services to process bookings of Partner Services for and on behalf of itself only.

As part of the license terms for the Partner to use KOKO, the Partner agrees not do any of the following:

Reproduce, duplicate, copy, sell, resell or exploit the whole or any part of the KOKO Services;
Allow any third party (including group companies of the Partner) to use or access the KOKO platform for businesses without express or prior written permission from KOKO (which may be denied or granted on such terms as KOKO, in its sole discretion, may determine);
Send unsolicited emails, SMS or other electronic forms of marketing to Customers through the KOKO platform for businesses;
Disclose, share or resell any login details or passwords for the Services.

Service level warranty disclaimer

The KOKO Platform is provided to you on an “as is” and “as available” basis and we make no warranties regarding its features, functionality, performance or integrity. We further make no warranties regarding the accuracy of any information or results obtained through the use of our software. We do not guarantee that our software will be uninterrupted and aren’t liable for any losses you suffer if interruptions do occur. You are responsible for ensuring that your business operations can continue if the KOKO Platform temporarily fails. For the avoidance of doubt in the event of the KOKO Services being unavailable, you shall not be entitled to any refund.

In the event of the KOKO Services being provided to you fall below the expected standards of functionality, performance or integrity we shall investigate and engage in commercially reasonable endeavors to make any necessary improvements.

Your obligations

Your general obligations. You agree to:

Make your trading identity and address clearly visible to Customers for all services they use and you must ensure that you have all licenses, authorizations, permissions, qualifications and insurances required to perform your services.
Ensure all information, documentation, equipment, software, photographs, domain names, brand guidelines, trademarks, service details and pricing (Partner Content) is accurate, correct, ethical and not misleading.
Obtain all relevant individual’s consent to be advertised on the KOKO Platform (including for photos), keep accurate records of those consents and provide copies to us if reasonably requested.
Not solicit Customers to make Appointments other than through the KOKO Platform, or encourage a Customer to cancel their booking and make a new booking with you directly.
Not use any other third party software to enable Customers to make Appointments, and
use all reasonable endeavors to prevent any unauthorized access to, or use of our software and the KOKO Services and, in the event of any such unauthorized access or use, promptly notify us.
You are responsible for regularly backing up your data when using our software and we won’t be liable for any losses arising from your failure to do so. Despite regular data backup, we don’t guarantee that all data entered into the software will be completely backed up.
When using our software, you may not (or allow those acting on your behalf to):
1. Sublicense an API for use by a third party. Consequently, you will not create an API that functions substantially the same as the APIs and offer it for use by third parties.
2. Perform an action with the intent of introducing to KOKO products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
3. Defame, abuse, harass, stalk, or threaten others.
4. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
5. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
6. Remove, obscure, or alter any KOKO Terms and Conditions or any links to or notices of those terms.

Your obligations towards customer services. You agree to:

To supply your Partner Services to Customers to the highest industry standards relevant to you and promptly handle all enquiries and issues relating to your services and Appointments.
Treat your Customers fairly, ethically and responsibly providing and/or providing a service that does not bring the industry into disrepute.
To respond to each Customer immediately upon receiving their complaint. We will refer any Customer complaints we receive directly to you, and
to use best efforts to resolve all complaints with Customers as soon as possible and keep us promptly informed of your correspondence with the Customer and the status of the complaint on our request.

Restrictions of use:

When using the KOKO Platform, you must only send communications to Customers that have provided express consent and the communications are compliant with relevant data regulations. You agree that Customers who have provided such consent have opted-in to receive email marketing from both you and us.

Your warranties. You represent and warrant that:

All Partner Content provided to us or published on the KOKO Platform is materially accurate, does not infringe any third party rights and is not defamatory, unlawful, offensive, threatening, pornographic or below general standards of decency.
You will comply with all applicable laws and advertising regulations in the marketing, sale and provision of your Partner Services, including by ensuring that any prices that are marked at “discount” are genuine discounts (for example, they were previously higher and are only discounted for a short period of time).
Where applicable, you are duly registered with all relevant tax authorities.
You hold all necessary licenses, consents, authorities, qualifications and insurance for your business activities and personnel (especially relating to your services) which we consider appropriate and exercises our final discretion on.
You will ensure that your business independently ensures the accuracy and maintenance of any and all statutory requirements and information obligations required for the delivery of your services.

Your content

We may need certain materials from you so we can properly provide you with the KOKO Services. You agree to promptly provide us with any Partner Content on our request.

If you upload any content to the platform you must ensure that:

You have all rights (including intellectual property rights) and permissions to publicly display them indefinitely for any purpose;
you only use and publish any Partner Content on the KOKO Platform and your own website and social media pages;
they do not promote violence or hate or contain nudity or contain any content which is illegal, sexually explicit or likely to be harassing, upsetting, alarming or offensive.

If we suspect or it has been alleged by any third party that you have breached these requirements, we may at our sole discretion immediately remove the relevant Partner Content and take any other action available to us under these Partner Terms.

Access to and use of the content of our Partners

The Partner hereby grants KOKO, free of charge, a non-exclusive, royalty-free, irrevocable and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available content that Partner publish on the KOKO Services and for any other purpose which are necessary for KOKO or required by KOKO to exercise its rights and perform its obligations under these Partner Terms.

The Partner warrants that the Partner owns the Partner Content and/or otherwise entitled to grant the foregoing license.

KOKO may sublicense, make available, disclose and/or offer the Partner content to Affiliates and third parties. In no event shall KOKO be liable to the Partner for any acts or omissions on the part of any third-party platforms. The sole remedy available to the Partner in respect of such third-party platforms is to:

Request KOKO (which has the right and not the obligation) to disable and disconnect with such third-party platforms in respect of the Partner; or
Terminate these Partner Terms by ending your use of the KOKO Platform.

The Partner hereby grants KOKO the right to:

Remove, edit, cut down or otherwise amend content supplied by the Partner that is published on the Partner Profile or elsewhere on the KOKO Platform, including where such content does not, in KOKO’s reasonable opinion, comply with the warranties identified in in this section, or is otherwise in breach of terms of these Partner Terms; and
Use search engine optimization services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Partner or any brands used in connection with the Partner Services.

In order to manage the services that KOKO offers, KOKO may, at its absolute discretion and from time to time, amend the format, content, and style of Partner page descriptions, photos and service menus.

What we expect from our Partners

The Partner understands and accepts that the KOKO Services contain KOKO branding (including logos, trademarks and images), and will give Customers the opportunity to opt-in to receiving email marketing from the Partner and from KOKO;

The Partner can make an account with us, which allows the Partner to access and make use of our Platform. The Partner shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to the KOKO Platform and who are aware of the Partner’s obligations to keep those details secure. Partner is solely responsible for managing access to its user account, including by its employees, contractors and other staff. Partner shall change the password in the event anyone with access to the user account leaves the Partner’s business or no longer requires access. The Partner shall immediately notify KOKO of any suspected security breach or improper use, including any use which would breach these Partner Terms, KOKO’s reasonable instructions given from time to time and/or applicable law.

In consideration of receiving the KOKO Services, the Partner agrees to provide all KOKO Bookings and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in these Partner Terms and particularly in this section.

KOKO Services

KOKO booking services

KOKO provides services to make it easy for Customers to book appointments online with you and other Partners. The KOKO Booking Services include a consolidated list of Partner Services, and Customers may discover, review and book these Partner Services using the KOKO Booking Services.

You may elect to offer certain Partner Services through the KOKO Booking Services. At any time, you can update which Partner Services you would like to offer through the KOKO Booking Services. You can make these changes through your Partner Account, and the changes will automatically be updated on the KOKO Platform.

When a Customer makes a KOKO Booking, the Partner Terms of Sale of the KOKO Booking will be made available to the Customer and will be sent to the Customer and the Partner by KOKO electronically. The Customer will be required to agree to the Partner Terms of Sale before confirming a KOKO Booking.

You appoint KOKO as your agent to accept KOKO Bookings made by Customers. In respect of all the KOKO Bookings with Online Payments, the Partner appoints KOKO as its agent to collect and process payments (including applicable taxes and delivery charges) on behalf of the Partner. The Partner remains fully responsible and liable for the provision and supply of the Partner Services to Customers.

How Partners are promoted by us

KOKO shall promote the KOKO Booking Services following these Partner Terms and subject to the restrictions set forth herein. To maximize the exposure of your business online and the number of appointments scheduled through the KOKO Booking Services, KOKO may, at its sole discretion, enter into agreements with third-party websites and businesses to optimize any current or future listings for your business to take advantage of search engine optimization, search engine marketing, lead generation or social networking opportunities, and perform any other actions KOKO deems appropriate to increase traffic and use of the KOKO Booking Services.

For a fee, KOKO may promote businesses of Partners to all customers of KOKO by placing the business on a featured section of the KOKO Platform.

Setting up Partner Account

Content standards

Partners are responsible for ensuring that the content listed on the KOKO Platform is accurate, complete and not misleading at all times and are reflective of Partner Services, pricing, staff availability, Cancellation Policies and No-Show Policies, and other content that the Partner offers. It is the Partner’s obligation to transfer this information to KOKO by keeping this information on their Partner Account on the KOKO Platform (including calendar availability) up-to-date at all times.

KOKO has the right to suspend or terminate any Partner Account if the Partner fails to provide this information to KOKO.

Partner profile transparency and consent

The Partner understands and accepts that the Partner must ensure that it has obtained and recorded the consent of each of its employees and contractors to be advertised on the KOKO Platform to Customers. These details include, but are not limited to, details such as name, photograph, expertise, contact details, availability and services offered. If an employee or contractor withdraws this consent, then the Partner must remove their details from the KOKO Booking Services in a timely manner.

Payment terms with Customers

Customers that place an Order may settle the cost of their Order via our KOKO Payment Services. Partner agrees that the payment made by Customers to KOKO in respect of the Order absolves the Customer of their payment liability, and Partner shall not seek further payment from the Client in connection with the Order placed.

Cancellation of appointments

A time may be specified before when an appointment is scheduled to start (“Cancellation Period”), after which canceling an appointment will not be possible. The cancellation period is 24 hours before an Appointment is meant to take place.

If a Customer cancels an appointment before the Cancellation Period, the Customer will not be liable to pay any fees to the Partner, and neither the Customer nor the Partner will have any further obligation towards each other in regard to that booking.

If a Customer cancels an appointment during the Cancellation Period, the Customer will not receive a refund back into their Wallet. In this case, KOKO will use the payment made by the Customer as a cancellation fee through the KOKO Payment Services for later remittance to the Partner.

The Partner agrees to collect cancellation fees for Appointments only through the KOKO Payment Services. If the Partner collects the cancellation fees through the KOKO Payment Services, the Customer will be exempt from all further penalty or liability to the Partner, and the Partner may not impose additional fees or penalties to the Customer in connection with that KOKO Appointment.

At their sole discretion, the Partner may choose not to enforce the Cancellation Policy on a case-by-case basis. If a Partner cancels an Appointment through the KOKO Platform (as opposed to a Customer canceling an Appointment through the KOKO Platform), the Partner will waive the cancellation fees. Canceling an Appointment without imposing the Cancellation Policy will conclude the contract between the Partner and Customer in connection with that Appointment and the Customer will receive the refund back into their Wallet.

A Customer may choose to reschedule an Appointment made through the KOKO Platform. If the Customer reschedules their Appointment in accordance with the Cancellation Policy, the Partner will accept the updated time.

Disputes from Customers

The Partner shall be directly responsible to the Client for any failure to fulfill the Customer’s expectations or any other legal liability regarding the services of the Partner. Additionally, KOKO reserves the right to return funds from the Partner’s Wallet to Customers in the event of negligence or if there is a complaint about a service that has not been adequately resolved.

The Partner will make every effort to provide top quality Partner Services to all Customers and promptly deal with any enquiries, matters or issues relating to booked Appointments or potential Appointment, including dealing with Customer complaints.

KOKO will refer any Customer complaints it receives to the Partner, and the Partner shall acknowledge all complaints and respond to the relevant Customer within 24 hours of the Partner’s receipt of a complaint, whether the complaint has come directly from the Customer or via KOKO.

The Partner shall make all efforts to resolve any complaints within 24 hours and must notify KOKO of any correspondence between the Partner and the Customer relating to the complaint and generally keep KOKO informed of its progress and the status of the complaint.

The Partner acknowledges and accepts that the KOKO Platform includes a reviewing platform (which may not be opted out from), upon which Customers may post publicly viewable reviews about their experience with KOKO and with the Partner (particularly about the Partner Services).

The Partner may not attempt to manipulate the reviewing platform, including by submitting reviews for their own Partner Services or by offering a financial or other reward for submitting reviews for their Partner Services, or by submitting inaccurate reviews about other services on the KOKO Platform.

The KOKO Platform may from time to time contain negative reviews and/or feedback from Customers, which is outside KOKO’s control. The Partner may choose to reply to reviews about the Partner. Any content the Partner posts in response to user reviews must be polite, professional and non-threatening or confrontational, and it may be subject to review by KOKO (and may by removed or amended in KOKO’s sole discretion). KOKO is not obliged to monitor any Customer reviews or Partner responses. The Partner shall have no right to any remedy as a result of any reviews or other public communications of the Customers naming or referring to the Partner.

If the Partner, acting reasonably, feels that any public communications of Customers are defamatory or harmful to the reputation of the Partner or any person in some other way is a violation of any person’s legal rights, the Partner may flag and report such communications to KOKO. In such a case, KOKO will review the same and, in its sole discretion, take any action it deems necessary or desirable (including, for example, removing or amending such defamatory content from the KOKO Platform).

KOKO Payment Services

KOKO offers Partners the KOKO Payment Services, powered by our third party payment processor to make it easier for Partners to collect, process, and refund payments from Customers.

By using the KOKO Payment Services, you agree to be bound by our third party payment processor’s terms and conditions.

Partner vouchers and promo codes

Promo codes

The Partner may generate Promo Codes via its Partner Account in accordance with the guidelines. The Partner may share Promo Codes with third parties and share Promo Codes on its own website(s) and social media platform(s) to promote its own Partner Services.

The Partner warrants that it is responsible for the management of any Promo Codes it generates and will ensure that all promotions available through the Partner’s website(s) and any other online marketplace(s) are made available as Promo Codes, through the KOKO Platform.

Rules promo code

The Partner may provide at a minimum, the following information when they share any Promo Codes with third parties:

How to use the Promo Code (e.g. enter at the checkout)
The start date and expiry date.
Any restrictions or limitations (e.g. age, date or geographical restrictions)
Any limitations of availability (e.g. can only be used once)
Any significant conditions or information attached to the use of the promo code.

KOKO reserves the right to withdraw the use of Promo Codes from its offering of services or require the Partner to withdraw a Promo Code generated without incurring any liability, including without limitation for any fraudulent activity, causing technical issues, subject to tampering, breached or likely to breach any of the guidelines or any applicable local regulations, or likely to bring KOKO and its brand into disrepute.

Partner vouchers

The Partner may create a Partner Voucher by completing the voucher creation form within the KOKO Platform and must provide the information required in the form (including voucher name; voucher value; retail price; validity period; services included; KOKO Platform availability; and the applicable Partner Voucher rules). The Partner is responsible for ensuring the information provided is accurate and appropriate, and KOKO is not responsible for any errors made by the Partner.

We may update, modify, remove, suspend or replace any voucher services on the KOKO Platform at any time. This will not affect previously created Partner Vouchers.

After completing the voucher creation, the Partner may issue or otherwise make available and manage its vouchers via the KOKO Platform.

Rules and restriction of partner vouchers

Vouchers shall only be valid for your own Partner Services and may only be used on or via the KOKO Platform.

Each Partner Voucher shall be valid for any Partner Service with the Partner who chose to make the Partner Voucher available. Any remaining credit from a Partner Voucher following the redemption of the Partner Service may be carried forward to any additional or subsequent Partner Service fulfilled by the Partner.

Partner Vouchers may be used by the Customer or individual who lawfully has the relevant Partner Voucher number.

Vouchers shall not be exchangeable for cash or any other alternatives and have no monetary value.

The Partner may cancel any voucher offer but must accept any voucher which has been purchased or redeemed by a Customer.

The Partner is responsible for the creation of any further Partner Voucher Rules in each case, which may include eligibility requirements for redemption of the Partner Voucher and provide such Partner Voucher Rules to any Customer or potential customers. Partner Voucher Rules may relate to one or more of the following factors:

Specific features or limitations of the Partner services offered;
the location(s) at which the Partner Voucher can be redeemed;
any other redemption instructions (such as booking by telephone or online);
any age restrictions;
expiry date; or
any requirements as to the minimum or maximum numbers of participants;
any optional service charges that may apply;
other relevant factors relevant to the offer of partner vouchers.

KOKO may cancel any Partner Vouchers if the Partner does not comply with these Partner Terms.

Fulfillment of Partner vouchers

Each Partner Voucher will set out details of the Partner, the offer, the Partner Services, and any Partner Voucher Rules.

The contract of sale for Partner Services is between the Partner and the Customer (and Customers must make any Partner Voucher payments to the Partner via our KOKO Payment Services).

KOKO reserves the right to refund Customers for any Partner Voucher that is not honored by the Partner and to charge the Partner for the amount of such refund. However, we ensure that all vouchers and promo codes are honored.

Responsibility of Partners when issuing vouchers and promo codes

Partners are solely responsible for the sale, transfer, implementation and potential refunds of the Partner Vouchers, Promo Codes and delivery of the Partner Services.

KOKO is not liable for any incorrect Partner Vouchers or Promo Codes provided to Customers. The Partner agrees that it is responsible and liable for all Partner Vouchers and Promo Codes that it provides to any third party.

Partner is solely responsible for the management of Partner Voucher and Promo Codes validity according to local regulations (for example, the Partner may specify an expiry date through the Partner Voucher Rules and Promo Code Rules, and the Partner is responsible for ensuring such end date is compliant with local law). KOKO is not responsible for checking Partner Vouchers and Promo Codes or whether they comply with any applicable law.

Free credits

From time to time, KOKO may, at its discretion, choose to award free ‘KOKO credits’ to the Partner (“Credits”). KOKO shall notify the Partner of any award of free Credits through the KOKO Wallet, and the Partner shall be able to see their total accumulated remaining free Credits in the KOKO Wallet. The Partner may use free Credits towards payment against specific services offered by KOKO, such as the fee for boosting a Partner’s business on the features section of our Website and/or App. Free Credits are not exchangeable in any circumstances (including but not limited to not being exchangeable for cash, currency exchange or chargebacks), hold no value outside the KOKO Services, are not transferable to any other person, and expire upon the Partner ceasing to use the KOKO Services, or upon such date, as KOKO may notify to Partner from time to time.

KOKO may at any time determine that any part of the KOKO Services shall not be eligible to be paid for using free Credits. KOKO may also determine at any time, without notice, that free Credits shall cease and may remove any outstanding free Credits held by a Partner and not allocated to any fee.

Transaction history

The Partners can download their transaction statement which contains an overview of all the payments made and received. The transaction history will have information with regards to payments made by Customers that booked an Appointment or funds transferred out of the Partner’s Wallet.

Payments from KOKO to Partners

With regards to payments made by Customers to the Partner’s Wallet, the funds in the Wallet will be transferred. Such transfers from KOKO to the Partner will be made from the Partner’s Wallet to the Partner’s bank account (the details of which shall be supplied by the Partner).

Partners can create a bank account on the KOKO Platform to make and receive payments. Additionally, Partners have the option to link their own bank account or other bank accounts under the same name with a different bank for seamless transactions.

Payment methods

All payments due from KOKO to the Partner shall be made via transfer using the bank details provided by the Partner to KOKO in the KOKO Platform. It is the Partner’s responsibility to ensure that these details are correct. KOKO will only make payments due to the Partner directly to the Partner and cannot make payments to any third party. The Partner shall fully indemnify KOKO and hold KOKO harmless against any losses, damages or claims arising out of the Partner’s failure to notify KOKO of a change of bank account details, including but not limited to any charges incurred by KOKO as a result.

Payment collection agreement between KOKO and Partner

The Partner and KOKO jointly agree that any funds gathered through the KOKO Payment Services belong to the Partner. As a commercial agent, KOKO is restricted from using these funds for any purpose not expressly stated in these Partner Terms.

The Partner and KOKO mutually accept that where a Customer owes a payment to Partner, and the Customer makes such payment to KOKO via the KOKO Payment Services, then such obligation to pay is (as between Customer and Partner), discharged when KOKO receives the payment. In such an event, the Partner acknowledges that it shall not seek payment directly from the Customer.

Further, any onward payment of amounts collected by KOKO due to the Partner will be strictly subject to the Partner having provided the Partner Services according to the booking of an Appointment following these Partner Terms. Subject to the preceding condition being satisfied by the Partner, onward payment of any balance will be payable by KOKO or the Partner, as applicable, as described earlier in this section.

Our Intellectual Property

Nothing in these Partner Terms shall cause ownership of any intellectual property rights belonging to one party to be transferred to the other.

KOKO and/or its licensors shall, as between the parties, remain the owner of all intellectual property rights in KOKO’s brands, trademarks and logos, and the KOKO Services (including the KOKO Platform and Partner Profile, but excluding Partner Content). Except as expressly permitted by or required under these Partner Terms, Partner may not use any of KOKO’s intellectual property rights without KOKO’s prior written consent.

The Partner acknowledges that ownership of all intellectual property rights in or relating to Customer’s feedback and Customer’s personal data in the KOKO Platform shall vest in KOKO. The Partner irrevocably and unconditionally assigns with full title guarantee all such rights to KOKO. KOKO grants the Partner a worldwide, royalty-free, non-exclusive license to use such intellectual property rights to operate its business subject to the Partner’s ongoing compliance with the provisions of these Partner Terms.

The Partner shall promptly bring to the attention of KOKO any improper or wrongful use of any intellectual property of KOKO which comes to the attention of Partners. The Partner shall assist KOKO in taking steps to defend KOKO’s intellectual property but not institute legal proceedings of its own accord.

The Partner and/or its licensors shall, as between the parties, remain the owner of all intellectual property in the Partner Content.

Our liability and indemnity

Liability

You appoint us as your agent to conclude Appointments with Customers and collect and process payments on your behalf. You remain fully responsible and liable to Customers to provide you services.

You are solely responsible for any failure to fulfill a Customer’s expectations about your services (except if the issue arises directly as a result of negligence),

Each party’s total liability under these Terms will not exceed the total fees paid or payable to us in the 12 months before the date on which the claim arose.

We are not liable for any indirect or consequential loss or damage, including loss of income or profits, loss of contracts, loss of goodwill, loss of data or other intangible losses, any of which result from:

Your use of (or inability to use) the KOKO Services;
unauthorized access to or changes in your data;
any third party actions on the KOKO Services, or;
any other matters relating to the KOKO Services.

Nothing in these Partner Terms excludes either party’s liability for fraud, death, personal injury caused by negligence or anything else which can’t be excluded by law.

Indemnity

You indemnify, defend and hold harmless us and our affiliates, officers, directors and employees against all losses, damages, costs and other liabilities (including indirect and consequential losses) we incur that arise from or are connected to:

Your breach of these Partner Terms;
any third party claim relating to your services and Partner Content including but not limited to intellectual property infringement, and any acts or omissions made by you or a third party acting on your behalf.

Miscellaneous

Confidentiality

Both parties agree to keep each other’s information confidential, protect it to the same level as they would their own confidential information and not share it with any third party, except with the other party’s consent or where required by law or regulation. The password you have been provided at the beginning of our engagement has to be kept confidential and secure and must not be shared with any third party. You agree to immediately notify us if you suspect any unauthorized disclosure or use of your credentials.

Audits

We may conduct an audit to ensure that you are complying with these Partner Terms, which we will carry out at our own cost, during normal working hours and after providing reasonable notice to you (except in an emergency or where we reasonably suspect you breached these Partner Terms). You agree to cooperate with us and, if the audit reveals that you breached your obligations under these Partner Terms, reimburse us for all costs related to the audit.

Complaints

If you have any concerns, please email support@ko-ko.app (using “Complaint” in the subject line) and tell us about your complaint. We will aim to resolve the issue quickly. We will investigate all complaints in relation to the KOKO Services provided using our internal sources and where through our discretion applicable, external resources. The resolution offered by us will be final.

Third parties

Unless expressly stated otherwise, these Partner Terms do not give rise to any rights or allow a third party to enforce any of its terms.

Non-waiver of rights

The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right under these Partner Terms does not constitute, and shall not be construed as, a waiver of such term or right and shall, in no way affect that party’s right later to enforce or to exercise it.

Amendments

We have the right to amend these Partner Terms to reflect changes made by us. These Partner Terms as well as our Privacy Statement and Cookie Policy are always available on our website so please review them regularly. We may amend these terms from time to time and will inform you of such changes in the future by email or with an announcement on our Website and/or App.

Nature of relationship

Nothing in these Partner Terms is intended to create a partnership, joint venture or other similar type of legal relationship between the parties.

Assignment

Neither party can assign, sub-contract or transfer rights and obligations under these Partner Terms without the other party’s written consent.

Change of ownership

If there is a change of ownership of your organization or change of senior management:

You must immediately inform your new owner or manager of the existence of these Partner Terms;
unless otherwise agreed by you, the new owner or management will have responsibility for all you obligations under these Terms, and;
in the unlikely event of any disputes between you and your new owner or management, these will be settled between you and them without our involvement or dispute resolution assistance;
you must ensure that the previous owner no longer has access to the KOKO Platform.

Severability

If any term of these Partner Terms is found to be void, illegal or unenforceable by a court of competent jurisdiction, the rest of these Partner Terms will remain in full force and effect.

Governing law and jurisdiction

These Partner Terms will be governed by and construed in accordance with the laws of Nigeria where our relevant company is based and any disputes arising from them will be settled by the exclusive jurisdiction of the courts of Nigeria.