Terms of Service

Welcome to Defolt Labs

These Terms of Service ("Terms") govern your use of every product operated by Defolt Labs Limited ("Defolt Labs", "we", "us"), a private company limited by shares registered in the United Republic of Tanzania (Registration No. 191146913, TIN 191-146-913). This includes:

• Nyaraka: our document automation platform
• Vinono: our escrow marketplace for custom cakes
• Defolt Retail System (DRS): our self-hosted retail management system
• defoltlabs.com and any future Defolt Labs product

By creating an account, accessing our services, or using our platform, you agree to these Terms. If you don't agree, please don't use our services.

We've written these Terms in plain language to make them easy to understand. Product-specific rules live in their own sections below (Nyaraka in §4.1, Vinono in §5, DRS in §6). If you have questions, contact us at info@defoltlabs.com.

1. Products We Provide

1.1 Nyaraka

Nyaraka is a document automation platform that allows you to:

• Generate professional documents (invoices, proformas, letters, and more)
• Access and use premium templates
• Store and manage documents (optional)
• Integrate via our API for programmatic access
• Deliver documents via Email, SMS, WhatsApp, and Webhooks

1.2 Vinono

Vinono is a marketplace that connects buyers who want custom cakes with bakers who make them. Money paid by a buyer is held in escrow with our payment partner and released to the baker only after the buyer shares a 4-digit pickup code (PIN) on delivery. Defolt Labs is not the payer or the payee on any order; we operate the platform that arranges the transaction. Product-specific rules for Vinono are in §5.

1.3 Defolt Retail System (DRS)

DRS is a retail management system (catalogue, batch and FIFO inventory, sales, reports, cashier and supervisor overrides, multi-branch) shipped as a self-contained bundle that runs on your own server. Access is licensed on a monthly subscription. Because DRS runs on your infrastructure, your shop's business data (customers, sales, inventory, staff) stays on your infrastructure. Product-specific rules for DRS are in §6.

1.4 Service Availability

We strive to keep our hosted services available around the clock, but:

• We don't guarantee 100% uptime for hosted products (Nyaraka, Vinono).
• We may perform scheduled maintenance and will notify you in advance where possible.
• We reserve the right to modify, suspend, or discontinue features with reasonable notice.
• DRS availability on your own server depends on your infrastructure. See §6.4.

2. Account Registration & Use

2.1 Eligibility

To use any Defolt Labs product, you must:

• Be at least 18 years old (or the age of majority in your jurisdiction).
• Be legally capable of entering into binding contracts.
• Provide accurate, complete, and current information during registration.

2.2 Account Security

You are responsible for:

• Keeping your password secure and confidential.
• All activity that occurs under your account.
• Notifying us immediately if you suspect unauthorized access.

Do not share your account credentials with anyone. We will never ask for your password via email or phone.

3. Acceptable Use Policy

3.1 What You Can Do

You may use our products to run your legitimate business: generating documents, ordering cakes, running your retail shop.

3.2 What You Cannot Do

4. Payment, Billing & Refunds

4.1 Nyaraka: Wallet, Pay-As-You-Go

Nyaraka uses a wallet-based, pay-as-you-go pricing model:

• You top up your wallet with credits.
• Credits are deducted automatically when you generate documents or make API calls.
• Pricing is based on document size, template type, and usage volume.

Nyaraka wallet credits are non-refundable once purchased. Exception: if we make an error in charging you, we refund the difference. Credits do not expire unless we discontinue the service.

4.2 Vinono: Per-Order, Escrow-Held

For each Vinono order, buyers pay the full order price up front. Funds are held in escrow by our licensed payment partner and released to the baker after the buyer shares the pickup PIN on delivery. Defolt Labs takes a platform fee (currently 20%) from the released amount. Refund rules for orders are in §5.4.

4.3 DRS: Monthly Subscription

DRS is licensed under a monthly subscription paid via Selcom. Amount and billing anchor are set in your installation. If a monthly payment is overdue, DRS enters a grace-lock progression (see §6.3). Paid subscription months are non-refundable once the month begins.

4.4 Payment Methods

We accept, depending on the product:

• Mobile Money (M-Pesa, Tigo Pesa, Airtel Money, Halopesa).
• Cards (Visa, Mastercard) via our payment partner.
• Bank transfers (for enterprise or DRS customers).

5. Vinono Marketplace Rules

Vinono is a two-sided marketplace. These rules govern how buyers and bakers use it.

5.1 What Vinono Is (and Is Not)

Vinono is a platform that connects buyers with bakers. Vinono is not a party to the baking contract. The contract to bake, deliver, and pay for a specific cake is between the buyer and the baker. Defolt Labs provides the software, the escrow arrangement (through our licensed payment partner), and the dispute-resolution process; we do not bake, deliver, or otherwise perform the order.

5.2 Escrow and PIN Release

When a buyer pays for an order, funds are held in escrow by our licensed payment partner. Funds are released to the baker only when the buyer shares the 4-digit pickup PIN on delivery. Do not share your PIN before you have received your order. Sharing your PIN authorises release of the payment and is the buyer's evidence that the order was fulfilled.

5.3 Platform Fee

Defolt Labs takes a platform fee from the amount released on each order. The current rate is 20% and is displayed to bakers in their earnings breakdown. We may change this rate with reasonable prior notice to bakers.

5.4 Cancellations and Refunds

• Buyer cancels before the baker starts: full refund to the buyer.
• Buyer cancels after the baker has started work: a sunk-cost deduction may apply (currently 25% of gross), refunded to the buyer via the original payment channel.
• Baker cancels: full refund to the buyer; the baker's reliability score is affected.
• Buyer does not receive the order (no PIN shared): after the PIN window expires and the buyer confirms non-delivery, the buyer receives a full refund.

Refund timing depends on our payment partner and the buyer's payment channel. Mobile Money refunds typically complete within a few business days.

5.5 No Self-Purchase

You must not place an order against your own baker page, bid on your own commission job, or otherwise be both buyer and baker on the same transaction. Self-transactions are blocked in the platform, but attempting them is also a Terms violation and may result in account suspension.

5.6 Reviews Must Be Honest

Reviews on Vinono determine how bakers earn shelf-slot capacity. You must review only bakers you have actually ordered from. Fake, coordinated, or paid reviews are grounds for review removal and account suspension.

5.7 Baker Obligations

• Bakers are responsible for their own food-safety compliance under Tanzanian law (TBS, local health inspection where applicable).
• Bakers are responsible for their own tax obligations to TRA (TIN, presumptive tax where applicable).
• Bakers must provide accurate payout channel details. Defolt Labs is not responsible for funds sent to an incorrect payout number provided by the baker.

5.8 Disputes

If a buyer and baker cannot resolve an issue between themselves, either party may escalate to Defolt Labs at info@defoltlabs.com before the PIN is shared. We will review the order timeline, delivery evidence, and any messages, and decide how the escrow is released. Our decision on escrow release is final under the escrow arrangement; both parties retain any legal rights they have outside the platform.

6. Defolt Retail System (DRS) Terms

6.1 Self-Hosted Licence

DRS is licensed, not sold. Under an active subscription you receive a non-exclusive, non-transferable licence to install and use DRS on your own server infrastructure for a single retail business. You may not sublicense, resell, or provide DRS as a service to third parties without a separate written agreement with Defolt Labs.

6.2 Your Data Stays With You

DRS is designed so that your business data (product catalogue, batches, sales, staff, customers, reports) stays on your server. Defolt Labs does not run a mirror of your shop database. Support engineers only see your data when you specifically share logs, screenshots, or export files with us for a support ticket.

6.3 Grace-Lock on Overdue Subscription

If your monthly subscription payment is not received by the due date, DRS enters a grace-lock progression:

• Days 1 to 14 (soft): a persistent banner appears reminding operators to pay.
• Days 15 to 28 (hard): a dismissible modal appears on every page load warning that restricted mode is approaching.
• Days 29 and beyond (locked): a full-screen paywall appears. Writes to your shop database are rejected. Reads still work so you can rescue your data.

The lock is lifted as soon as payment clears. Your data is preserved throughout.

6.4 Availability and Support

Because DRS runs on your server, uptime depends on your infrastructure. Defolt Labs provides email-based support for the software itself (bugs, upgrade help, configuration questions) as part of the subscription. On-site work, server administration, and data recovery are not included by default and are quoted separately.

6.5 Termination

You may end your DRS subscription at any time; you retain the ability to export your shop data from your own install. If you stop paying, the grace-lock in §6.3 applies. We may terminate a licence for material Terms violation (§3, §8.2). Termination does not remove data from your server; you are responsible for whatever you do with your own install after termination.

7. Intellectual Property

7.1 Our Intellectual Property

Defolt Labs owns all rights to:

• The Nyaraka, Vinono, and DRS software (code, design, features).
• Our website content (text, images, logos).
• The system templates and default themes we provide.
• Our trademarks, branding, and domain names.

7.2 Your Content

You retain ownership of:

• Documents you generate using Nyaraka.
• Custom templates you create or upload.
• Your Vinono storefront content (bio, shelf items, photos).
• All shop data in your DRS install.

We will never use your content for advertising, sell it to third parties, or use it for purposes beyond delivering our services.

8. API Usage (Nyaraka)

8.1 API Keys

• You generate and manage API keys in your dashboard.
• Keep your API keys secure and private.
• Never expose API keys in client-side code or public repositories.
• You are responsible for all usage under your API keys.

8.2 Rate Limits

To ensure fair usage, we enforce rate limits:

• Default: 100 requests per minute per API key.
• Higher limits available for enterprise customers.

9. Limitation of Liability

9.1 Damages Limitation

To the maximum extent permitted by law, Defolt Labs and its officers, directors, employees, and agents shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, or business opportunities.
• Service interruptions or downtime.
• Errors in generated documents.
• The performance of a baker's order on Vinono (Defolt Labs is not a party to the baking contract; see §5.1).
• The operation of your DRS install on your own infrastructure (see §6.4).

9.2 Maximum Liability

Our total liability to you for any claim arising from these Terms or your use of our services shall not exceed the greater of:

• The amount you paid us in the 12 months prior to the claim, or
• USD $100.

10. Termination

10.1 Termination by You

You may terminate your account at any time by contacting us at info@defoltlabs.com.

Upon termination:

• Your access to our hosted services will be revoked.
• Saved documents in Nyaraka will be deleted (download them first).
• Unused Nyaraka wallet credits are non-refundable.
• Any Vinono orders in flight will be completed or refunded per §5.4 before your account is closed.
• DRS subscriptions cease at the end of the current paid month; grace-lock in §6.3 applies from the next unpaid month.
• Transaction records will be retained for legal compliance (see Privacy Policy).

10.2 Termination by Us

We may suspend or terminate your account if:

• You violate these Terms (§3).
• You engage in fraudulent or illegal activity (including self-purchase on Vinono).
• Your account is inactive for more than 24 months.

11. Dispute Resolution

11.1 Informal Resolution

Before filing a formal claim, please contact us at info@defoltlabs.com to resolve the issue informally. Most disputes can be resolved quickly and amicably. Vinono order disputes follow §5.8.

11.2 Governing Law

These Terms are governed by the laws of the United Republic of Tanzania, without regard to conflict of law principles.

11.3 Jurisdiction

Any disputes arising from these Terms or your use of our services shall be resolved first by good-faith negotiation, then by arbitration in Dar es Salaam under the Arbitration Act, Cap. 15, or in the courts of Dar es Salaam, Tanzania.

12. Contact Information

If you have questions, concerns, or disputes regarding these Terms, please contact us:

13. Acknowledgment

By using Nyaraka, Vinono, DRS, or any Defolt Labs service, you acknowledge that:

• You have read and understood these Terms.
• You agree to be bound by these Terms.
• You have the authority to enter into this agreement.