TERMS OF SERVICE
Company: Melian Dialogue Limited (the "Company") Jurisdiction of Incorporation: Republic of Kenya Registered Office: [Insert Registered Office Address, Nairobi, Kenya] Company Registration No.: [Insert Company Registration No.] KRA PIN: [Insert KRA PIN] Primary Contact Email: info@meliandialogue.com Effective Date: [Insert Effective Date] Version: 1.0
1. Definitions
In these Terms of Service (the "Terms"), except where the context otherwise requires:
- "Company", "we", "us", or "our" means Melian Dialogue Limited.
- "Platform" means the Melian Dialogue web application, progressive web application, mobile-installable application, application programming interfaces, marketing sites, community features, learning modules, and any related services made available by the Company from time to time.
- "User", "you", or "your" means any natural or legal person who accesses or uses the Platform.
- "Content" means all data, text, graphics, code, imagery, video, audio, and other materials made available through the Platform.
- "Subscription" means any paid tier of access to the Platform, including without limitation the "Advanced" and "Expert" tiers offered from time to time.
- "Virtual Capital" means non-monetary, simulated funds used within the Platform's trading engine solely for evaluation, gamified performance measurement, and educational purposes.
2. Acceptance of Terms
By accessing, browsing, registering with, or otherwise using the Platform, the User acknowledges, accepts, and irrevocably agrees to be legally bound by these Terms, the Privacy Policy, the Cookie Policy, and the Disclaimer & Limitation of Liability incorporated by reference. If the User does not agree to any of these terms, the User must not access or use the Platform.
If the User is accessing the Platform on behalf of a legal entity, the User represents that the User has full authority to bind that entity to these Terms.
3. Eligibility
The Platform is available exclusively to natural persons who: (a) are at least eighteen (18) years of age at the time of registration; (b) have full legal capacity to enter into a binding contract under the laws of their jurisdiction of residence; (c) are not restricted or prohibited from using the Platform under any applicable sanctions regime; (d) are not competitors of the Company accessing the Platform for benchmarking, reverse-engineering, or intelligence-gathering purposes.
4. User Account Governance
4.1 Registration
The User shall provide accurate, current, and complete information during registration and shall maintain and promptly update such information. The User warrants that all information supplied is true and not misleading.
4.2 Account Security
The User is solely responsible for maintaining the confidentiality of authentication credentials associated with the User's account. The User shall notify the Company immediately at info@meliandialogue.com upon becoming aware of any unauthorised access, use, or suspected security compromise.
4.3 One Account per User
Each natural person may hold one active account only. Multi-accounting for the purpose of manipulating leaderboards, referral incentives, subscription trials, or copy-trading commissions is strictly prohibited and constitutes grounds for immediate termination and disgorgement of any resulting benefit.
4.4 Grounds for Immediate Termination
Without prejudice to any other right or remedy available to the Company, the Company reserves the right to suspend or terminate an account, without notice and without refund, upon the occurrence of any of the following:
(a) breach of these Terms or the Prohibited Activities set out in Clause 10; (b) any attempt to defraud the Company, other Users, or third parties; (c) any use of the Platform to launder proceeds of crime or to finance terrorism; (d) any misrepresentation of identity, jurisdiction, or KYC particulars; (e) reverse engineering, decompilation, or scraping of the Platform; (f) impersonation of the Company, its personnel, or any other User; (g) transmission of malware, viruses, or malicious code; (h) receipt of a lawful demand from a competent authority requiring closure of the account.
5. Premium Subscriptions and Cancellation
5.1 Subscription Tiers and Billing Cycles
The Company offers the Platform on a freemium basis. Premium tiers ("Advanced" and "Expert") are available on the following recurring billing cycles: (a) Monthly (thirty (30) day period); (b) Quarterly (ninety (90) day period); (c) Annual (three hundred and sixty-five (365) day period).
All Subscription fees are billed in advance at the commencement of each billing cycle. Fees applicable to each tier and each cycle are published on the Platform and may be amended by the Company on not less than fourteen (14) days' prior notice.
5.2 Automatic Renewal
Subscriptions renew automatically at the end of each billing cycle on the same tier, cycle length, and payment method, at the then-prevailing published rate, unless cancelled in accordance with Clause 5.3.
5.3 Cancellation
The User may cancel any Subscription at any time through the User's account profile panel by navigating to Account → Subscription → Cancel. The cancellation flow requires no interaction with the Company's personnel. There are no cancellation fees or penalties.
Cancellation requests must be submitted at least twenty-four (24) hours prior to the next scheduled billing date in order to avoid automatic renewal of the following billing cycle. Where a valid cancellation is received later than twenty-four (24) hours prior to renewal, the renewal charge shall be levied and the cancellation shall take effect at the end of the subsequent billing cycle.
5.4 Active Access After Cancellation
Following a valid cancellation, the User shall continue to enjoy full access to the Subscription tier previously purchased until the expiry of the current paid billing period. Upon expiry, the account shall automatically degrade to the Free tier without further notice.
5.5 Refund Framework
Subscription fees are non-refundable. Without limitation, the Company shall not refund: (a) any unused portion of a monthly, quarterly, or annual billing period; (b) periods during which the User did not access or utilise the Platform; (c) transient service interruptions, delayed market-data feeds, or lag inherent in a delayed simulation feed; (d) periods during which access to specific features was tier-gated or otherwise restricted in accordance with the published feature matrix; (e) any charge arising from failure of the User to cancel prior to the deadline in Clause 5.3.
The foregoing "no refund" policy is stipulated to the maximum extent permitted by applicable law. Nothing in this Clause 5.5 shall be construed to exclude or limit any refund right that is expressly mandated by the Kenya Consumer Protection Act, 2012, the Consumer Protection Regulations, 2019, or any other non-waivable statutory right.
5.6 Failed Payments
Where a scheduled Subscription charge fails, the Company may: (a) retry the charge on up to three (3) subsequent occasions within seven (7) days; (b) automatically downgrade the account to the Free tier on the fourth (4th) failure; (c) notify the User by transactional email and SMS.
6. Payment Processing, Gateways, and Financial Security
6.1 Certified Third-Party Gateways
All digital transactions on the Platform are processed exclusively through the following certified third-party payment gateways:
(a) Safaricom Daraja API for M-Pesa mobile-money transactions, operated by Safaricom PLC pursuant to CBK authorisation; (b) Stripe, operated by Stripe Payments Europe Limited and its affiliates; (c) Paystack, operated by Paystack Payments Limited and its affiliates.
Each of the foregoing gateways is a PCI-DSS Level 1 certified processor or is otherwise regulated under the National Payment System Act, 2011 and applicable CBK regulations.
6.2 Tokenisation and Non-Retention of Sensitive Credentials
The Platform operates on a strict tokenised processing model. The Company never views, holds, logs, stores, transmits, or processes any of the following: (a) full primary account numbers ("PANs") of credit or debit cards; (b) Card Verification Values ("CVV" / "CVC" / "CID"); (c) card expiry dates in unmasked form; (d) M-Pesa mobile-money wallet PINs; (e) online-banking passwords or one-time passcodes issued by a payer's bank; (f) any other raw payment credential defined as sensitive authentication data under PCI-DSS or CBK guidance.
All such data is captured directly by the applicable gateway, tokenised, and only an opaque token, transaction reference, and masked identifier (e.g. last four digits of a card) are transmitted to the Platform.
6.3 Currency
The Platform's base currency of transaction is the Kenyan Shilling (KES). Certain tiers or payment routes may additionally be denominated in United States Dollars (USD) at the Company's discretion. Where a payment is initiated in a currency other than the base currency, the Company shall apply the prevailing rate quoted by the applicable payment gateway at the time of authorisation.
6.4 User-Borne Costs
The User is solely responsible for: (a) any cross-border currency conversion mark-up applied by the User's card issuer, bank, or mobile-money operator; (b) any foreign-exchange fees, transfer levies, or interchange fees; (c) any transaction fee, tariff, or excise duty charged by the User's mobile-network operator or bank in connection with an M-Pesa STK push or card charge; (d) any withholding tax or value-added tax charged by the User's jurisdiction on the payment; (e) reversal or chargeback fees where a chargeback is subsequently determined to be without merit.
The Company shall not gross-up, reimburse, or otherwise indemnify the User for any of the foregoing.
7. Virtual Capital and Simulated Trading
The Platform provides a trading evaluation environment funded exclusively with Virtual Capital. Virtual Capital has no monetary value, is not redeemable for cash, and confers no right, title, or interest in any security, derivative, or financial instrument. Simulated trades executed on the Platform do not constitute securities transactions and are not subject to the Capital Markets Act, Cap. 485A.
Payouts, data generation fees, and rewards issued to Users pursuant to gamified performance targets are funded from the Company's operational capital and are made at the Company's sole discretion in accordance with the published rules of each promotion.
8. Intellectual Property Rights
8.1 Company Ownership
All right, title, and interest in and to the Platform — including without limitation the source code, compiled binaries, layout engine, user-interface designs, wireframes, colour palettes, iconography, typography selections, illustrations, marketing copy, editorial content, learning-module scripts, community post templates, database schemas, algorithm implementations, application programming interfaces, and the "Melian Dialogue" name and marks — are the exclusive property of the Company or its licensors, protected under the Copyright Act, Cap. 130, the Industrial Property Act, 2001, the Trademarks Act, Cap. 506, and applicable international treaties including the Berne Convention and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS).
8.2 Limited Licence to User
Subject to continuing compliance with these Terms, the Company grants the User a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for the User's own internal, non-commercial evaluation and educational purposes.
8.3 User-Generated Content
Where the User posts content to the community feed, comment sections, or copy-trading annotations ("User Content"), the User grants the Company a worldwide, royalty-free, sublicensable, transferable licence to host, reproduce, display, adapt, translate, and distribute such User Content solely for the purpose of operating, promoting, and improving the Platform. The User warrants that the User owns all necessary rights in the User Content and that its publication does not infringe any third-party right.
8.4 Feedback
Any feedback, suggestion, or improvement proposal submitted by the User in relation to the Platform is deemed non-confidential, and the Company may use, exploit, and incorporate such feedback without obligation to compensate the User.
9. Prohibited Activities
The User shall not, and shall not attempt to, permit any third party to:
(a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or trade secrets of the Platform; (b) scrape, spider, crawl, harvest, or otherwise systematically extract data from the Platform without the Company's express prior written authorisation; (c) circumvent, disable, or otherwise interfere with any security, authentication, or rate-limiting feature of the Platform; (d) upload, transmit, or distribute any malware, virus, worm, ransomware, keylogger, or other malicious code; (e) conduct any load-testing, penetration-testing, or vulnerability scanning of the Platform without a signed written authorisation from the Company; (f) use the Platform to send unsolicited commercial communications ("spam"); (g) impersonate any natural person, legal entity, or the Company; (h) manipulate leaderboards, referral programmes, or copy-trading commissions through the use of multiple accounts, bots, or wash trades; (i) use the Platform to commit or facilitate any criminal offence, including without limitation money laundering, terrorism financing, fraud, or market abuse; (j) reproduce, redistribute, republish, or commercialise any Content or Company intellectual property.
10. Third-Party Services and Links
The Platform may integrate with, or display links to, third-party services. The Company is not responsible for the availability, content, terms, or privacy practices of such third parties. The User's use of any third-party service is governed by the terms of that service.
11. Suspension and Modification
The Company reserves the right, without liability, to: (a) modify or discontinue any feature of the Platform at any time; (b) suspend the Platform for scheduled maintenance; (c) impose usage limits; (d) refuse service to any prospective or existing User in its sole discretion, provided such refusal does not constitute unlawful discrimination.
12. Warranties, Disclaimers, and Limitation of Liability
The warranties, disclaimers, and limitations of liability set out in the Disclaimer & Limitation of Liability document, published on the Platform and incorporated herein by reference, shall apply to and form an integral part of these Terms.
13. Indemnification
The User agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable advocate-and-client legal fees) arising out of or in connection with: (a) the User's breach of these Terms; (b) the User's User Content; (c) the User's violation of any third-party right, including intellectual property or privacy rights; (d) the User's violation of any applicable law or regulation.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, acts of a competent authority, war, terrorism, civil unrest, epidemic, pandemic, industrial dispute, failure of internet backbone, failure of upstream payment or telecommunications infrastructure, or cyber-attack originating from a state-sponsored actor.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Kenya.
15.2 Mandatory Mediation
Prior to commencing any court proceedings, the parties shall in good faith attempt to resolve any dispute by mediation administered under the Mediation (Pilot Project) Rules, 2015 or, at the parties' election, under the rules of the Chartered Institute of Arbitrators (Kenya Branch). The mediation shall take place in Nairobi, Kenya, before a single mediator, in the English language.
15.3 Court Jurisdiction
Subject to Clause 15.2, the parties submit to the exclusive jurisdiction of the courts of the Republic of Kenya sitting at Nairobi.
15.4 Consumer Rights Preserved
Nothing in this Clause 15 shall deprive a User who is a consumer within the meaning of the Kenya Consumer Protection Act, 2012 of the benefit of any mandatory statutory forum, including the Consumer Protection Advisory Committee.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the Privacy Policy, Cookie Policy, and Disclaimer, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior agreements, understandings, and representations.
16.2 Severability
If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
16.3 No Waiver
No failure or delay by the Company in exercising any right shall constitute a waiver.
16.4 Assignment
The User may not assign or transfer any right or obligation under these Terms. The Company may assign these Terms to any successor entity in the context of a corporate reorganisation, merger, or sale.
16.5 Notices
Notices to the Company shall be sent to info@meliandialogue.com. Notices to the User shall be sent to the email address registered on the account and shall be deemed received twenty-four (24) hours after dispatch.
16.6 Amendments
The Company may amend these Terms on not less than fourteen (14) days' prior notice. Continued use of the Platform after the effective date of an amendment constitutes acceptance.
16.7 Language
These Terms are executed in the English language, which shall be the controlling language for all interpretation purposes.
By clicking "I Agree", tapping "Create Account", or by any other affirmative action indicating acceptance, the User confirms having read, understood, and accepted these Terms in full.