PICKSEND
MERCHANT AGREEMENT
Operated by PickSpot Network Limited
Yare Towers, Yusuf Hajj Avenue, Eastleigh, Nairobi 00100, Kenya
Company No. PVT-Q7U9ZY7M
1. Introduction and Acceptance
This Merchant Agreement (the "Agreement") governs access to and use of the PickSend platform operated by PickSpot Network Limited ("PickSpot", "PickSend", "we", "our", or "us"). By registering for, accessing, or using PickSend, the merchant ("Merchant", "you", or "your") agrees to be bound by this Agreement and the documents it incorporates. If you do not agree, you may not use PickSend.
2. Documents and Order of Precedence
This Agreement incorporates the Merchant Pricing Schedule and the Refund & Failed Delivery Policy, and is read together with the PickSpot Terms of Service and Privacy Policy. If there is a conflict, the following order of precedence applies, from highest to lowest:
- this Merchant Agreement;
- the Merchant Pricing Schedule;
- the Refund & Failed Delivery Policy;
- the PickSpot Terms of Service;
- the Privacy Policy.
The Merchant Pricing Schedule governs all fee amounts and calculations. The Refund & Failed Delivery Policy governs refunds, cancellations, failed deliveries, and returns.
3. About PickSend and PickSpot's Role
PickSend is a technology platform that enables merchants to create customer order requests, facilitate payment collection through licensed third-party payment providers, request deliveries through independent third-party delivery service providers, track order status, and receive settlement following successful delivery.
PickSpot provides technology infrastructure. PickSpot is not the seller of goods, does not provide delivery services, does not employ delivery personnel, does not process or hold funds, and does not store, hold, or warehouse parcels. Payments are processed by licensed third-party payment providers. Deliveries are fulfilled by independent third-party delivery service providers. Merchants remain solely responsible for the products, services, representations, and commitments they make to customers.
4. Merchant Eligibility
To use PickSend, a Merchant must:
- be at least eighteen (18) years old, or, where the Merchant is an entity, be validly constituted and act through an authorised representative who is at least 18 years old;
- have the legal capacity to enter into binding agreements;
- provide accurate, complete, and current information reasonably requested by PickSpot.
At onboarding, PickSpot may require a legal name, phone number, government-issued identification, settlement account information, store or business name, product category information, and social media or business profile information. Failure to provide requested information may result in account restrictions, settlement delays, suspension, or termination.
5. Verification and Compliance
PickSpot may request additional information, documentation, or verification at any time. Merchants are responsible for ensuring that their business activities, products, services, advertising, and transactions comply with all applicable laws, regulations, and licensing requirements. Merchants may not use PickSend to facilitate unlawful, fraudulent, deceptive, misleading, prohibited, or unauthorised activities.
6. Tax Responsibilities
Merchants are solely responsible for determining, calculating, collecting, reporting, filing, and remitting any taxes applicable to their business, products, services, or transactions. PickSpot does not provide tax advice and does not assume responsibility for a Merchant's tax obligations. Fees charged by PickSpot may be subject to applicable taxes where required by law.
7. Merchant Responsibilities
Merchants are responsible for product quality, authenticity, legality, descriptions, photographs, pricing, inventory availability, and compliance with applicable laws. Merchants must ensure that delivered products materially match what was presented through PickSend.
8. Order Creation and Fulfilment
The PickSend flow is merchant-initiated. A Merchant and customer agree on the product and price before an order request is created. By creating an order request, the Merchant confirms that the agreed item exists, is available, and will be made available for collection. There is no "out of stock" pathway within the order flow.
An order request may include one or more items with a combined price. Product photographs form part of the order record and may be presented to the customer before payment. Repeated fulfilment failures may result in account review.
9. Operating Hours and Order Cutoff
Merchants must set and maintain accurate operating hours in PickSend. The platform will not permit order creation within two (2) hours of the Merchant's set closing time. This ensures that if a delivery fails, the Merchant is available to receive the returned parcel.
Merchants must remain available and reachable for the duration of any active order, including for potential returns during operating hours.
10. Order Flow
- The Merchant creates an order request against the customer's PickSpot handle.
- The customer reviews the product information and pricing and completes payment.
- A delivery request is placed with an independent third-party delivery service provider.
- The parcel is delivered to the customer.
- The customer accepts the order by providing the delivery OTP, or rejects it before doing so.
- Verification of the delivery OTP confirms delivery and makes the Merchant eligible for settlement.
11. Fulfilment Obligations
Once customer payment has been received, the Merchant must prepare the correct item, make it available for collection, cooperate with the delivery process, and must not knowingly provide an incorrect, substituted, damaged, or misleading product.
12. Delivery and OTP Integrity
Deliveries are fulfilled by independent third-party delivery service providers. Merchants must make parcels available for collection and must not interfere with delivery OTP procedures, return OTP procedures, delivery confirmation, or order tracking. All OTPs are generated by PickSpot's system. Delivery availability is subject to coverage area, distance limits, weight restrictions, and other operational constraints as published by PickSpot.
13. Returns and Merchant Availability
Where a customer rejects an order or a delivery cannot be completed, the delivery service provider will attempt to return the parcel to the Merchant's business location. The Merchant must accept the return and provide the Return OTP to confirm receipt.
If the Merchant is unavailable for a return, PickSpot is not liable for the goods. PickSpot does not store, hold, or warehouse parcels under any circumstances. After a reasonable return attempt, the parcel may be disposed of or abandoned by the delivery service provider. The Merchant bears the risk and loss. The Failed Delivery Fee still applies.
The customer's refund is not withheld pending completion of the return.
14. Fees and Pricing
Fees are set out in the Merchant Pricing Schedule. Orders are subject to minimum order values as published by PickSpot. PickSpot may update pricing in accordance with the Schedule.
15. Settlement
A Merchant becomes eligible for settlement only upon verification of the customer's delivery OTP. Before releasing settlement, PickSpot may deduct Merchant Service Fees, Failed Delivery Fees, chargeback recoveries, outstanding balances, and other authorised charges.
16. Failed Deliveries and Failed Orders
Failed deliveries, failed orders, cancellations, and returns are handled under the Refund & Failed Delivery Policy. A Failed Delivery Fee applies only where a parcel was collected and returned. No fee applies to a Failed Order where no parcel was collected.
17. Chargebacks and Recovery
Where a chargeback is upheld after settlement, the Merchant remains liable for the reversed amount. PickSpot may recover it by deducting from current or future settlements, setting it off against other amounts, or invoicing the Merchant. This obligation survives termination.
18. Settlement Holds
PickSpot may temporarily hold settlements for fraud investigations, compliance reviews, suspicious activity, identity verification, payment-partner requirements, or outstanding obligations.
19. Prohibited Goods
Merchants may not use PickSend to sell illegal goods, counterfeit goods, stolen goods, weapons, ammunition, controlled substances, hazardous materials, regulated products without required approvals, fraudulent products, or any goods prohibited by applicable law.
20. Customer Data and Privacy
Through PickSend, the Merchant receives customer handles, names, and order details necessary to prepare orders. The Merchant does not receive customer delivery addresses.
Customer data from PickSend may only be used to fulfil the specific order. Merchants must not contact customers outside the PickSend platform for marketing, solicitation, or any other purpose using information obtained through PickSend, unless the customer has independently consented.
21. Merchant Profiles and Trust Signals
PickSpot may display Merchant information to customers — including store name, social profiles, product photographs, verification status, delivery history, and performance indicators — for fraud prevention, customer confidence, and platform integrity.
22. Fraud Prevention, Monitoring, and Suspension
PickSpot may review order activity, failed-delivery rates, customer complaints, and settlement activity to identify fraud, abuse, or policy violations. PickSpot may suspend, restrict, or terminate Merchant access accordingly. Outstanding fees, charges, chargeback liabilities, and other obligations survive termination.
23. Limitation of Role
PickSpot provides a technology platform. PickSpot does not manufacture, own, inspect, warrant, or guarantee products offered by Merchants. PickSpot does not provide delivery services, does not employ delivery personnel, and does not store, hold, or warehouse goods.
24. Limitation of Liability and Indemnity
To the maximum extent permitted by law, PickSpot is not liable for the Merchant's products, delivery service provider conduct, or indirect, incidental, consequential, or special damages. PickSpot's aggregate liability is limited to the total fees paid by the Merchant to PickSpot in the three (3) months preceding the event.
The Merchant will indemnify and hold harmless PickSpot from claims arising from the Merchant's products, conduct, representations, breach of this Agreement, misuse of customer data, or violation of any law or third-party right.
25. Changes
PickSpot Network Limited may update this Agreement from time to time. Continued use of PickSend after publication constitutes acceptance.
26. Governing Law
This Agreement is governed by the laws of Kenya. Disputes are subject to the jurisdiction of the courts of Kenya. If you access PickSend from outside Kenya, additional or different terms may apply as notified by PickSpot.
27. General Provisions
- Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
- Severability. If any provision is held unenforceable, the remaining provisions continue in full force.
- Assignment. PickSpot may assign this Agreement. The Merchant may not assign without prior written consent.
- Survival. Indemnity, limitation of liability, chargebacks, settlement obligations, customer data restrictions, and dispute resolution survive termination.
- Entire agreement. This Agreement, together with the Merchant Pricing Schedule, Refund & Failed Delivery Policy, Privacy Policy, and PickSpot Terms of Service, constitutes the entire agreement regarding PickSend.
- Waiver. Failure to enforce any provision is not a waiver of that provision.
- Notices. All notices may be sent to contact@pickspot.net or PickSpot Network Limited, Yare Towers, Yusuf Hajj Avenue, Eastleigh, Nairobi 00100, Kenya.
- Electronic acceptance. Clicking "I Agree" or using PickSend constitutes valid acceptance equivalent to a written signature.
Contact
All notices and enquiries may be directed to contact@pickspot.net or PickSpot Network Limited, Yare Towers, Yusuf Hajj Avenue, Eastleigh, Nairobi 00100, Kenya.