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Terms & Conditions

Version 3 Effective: April 03, 2026 Last updated: April 25, 2026 Region: Kenya (KE)

Terms & Conditions

Effective Date: April 03, 2026
Version: 3
Document owner: Ctrl+Shift

1. Introduction

These Terms & Conditions ("Terms") govern your access to and use of the online learning platform operated by Ctrl+Shift (company registration number {{ company_registration_number }}), a company incorporated in Kenya, whose registered office is at {{ registered_office_address }} (referred to as "we", "us", "our", or "the Platform"). The platform is made available through https://ctrlshiftapp.org/ and any associated sub-domains, mobile applications and APIs (collectively, the "Services").

By creating an account, accessing or using the Services, you agree to be bound by these Terms, our Privacy Policy, Cookie Policy, Data Protection Policy, and, where you participate in our referral programme, the Referral Program Conditions. If you do not agree, you must not use the Services.

2. Definitions

  • "User" — any natural person who has registered an account on the Platform.
  • "Learner" (or Student) — a User enrolled on one or more Courses.
  • "Instructor" — a User who publishes Courses on the Platform.
  • "Organization" — a corporate customer with a tenant workspace on the Platform and its own admin, instructor and learner Users.
  • "Staff" — our employees, contractors, moderators, support agents and sales agents.
  • "Course" — a paid or free learning unit authored by an Instructor and published on the Platform.
  • "Content" — any text, images, video, audio, assessments, quizzes, blog posts, chat messages, social-profile information and other material uploaded to, or generated on, the Platform.
  • "Fees" — all amounts payable by you to us or to an Instructor in respect of Courses, subscriptions, promotions or other services.
  • "Wallet" — a ledger-only balance record that we maintain on your behalf to track funds owed to you or by you to the Platform.
  • "Platform Fee" — the percentage we retain on each paid Course subscription (default 10%, subject to change in accordance with clause 9).

3. Eligibility and account registration

3.1. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to create an account. Users aged 13–17 may use the Platform only with the verifiable consent of a parent or legal guardian; we may require proof of that consent.

3.2. You warrant that all information you provide during registration is truthful, accurate and complete, and that you will keep it current. We may suspend or terminate any account that contains false information.

3.3. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately at support@ctrlshiftapp.org if you believe your account has been compromised.

3.4. We operate role-based access: Users are assigned one of the roles Learner, Instructor, Moderator, Support, Sales, Admin, or Organization (for corporate tenant admins). Each role grants different permissions on the Platform. Role assignments are made by us or by the Organization that invited you.

4. Our role

4.1. Where an Instructor publishes a Course on the Platform, we provide the technological infrastructure, payment processing (via third-party payment gateways), hosting, authentication, communications and analytics that allow that Instructor to deliver their Course to Learners. The Instructor — not Ctrl+Shift — is the provider of the educational content. We do not pre-screen or certify the accuracy, quality or completeness of any Course unless expressly stated.

4.2. Nothing in these Terms creates a partnership, joint venture, agency, employment or franchise relationship between us and any User.

4.3. Marketplace neutrality. We operate as a neutral technology intermediary between Instructors and Learners and are not a party to the contract for the provision of educational services that is formed between an Instructor and a Learner on enrolment. Any dispute concerning Course content, accuracy, fitness for purpose, pedagogical method, instructor availability, or Learner outcome lies between the Instructor and the Learner. We may assist in mediation at our sole discretion, but assume no liability for the substantive outcome of that dispute.

4.4. Neutral conduit. We act as a neutral conduit for User communications and Content. Views expressed in Courses, chat messages, blog posts, social profiles and other User-generated material are those of their authors and not of Ctrl+Shift. We do not endorse, verify, adopt or monitor Content except where we expressly state otherwise.

4A. No guarantee of outcomes; educational disclaimer

4A.1. No specific outcome warranted. The Platform is an educational service. We do not warrant, represent or guarantee that any User will (a) acquire any specific skill, (b) achieve any level of mastery, (c) obtain employment or a promotion, (d) earn any particular income, (e) pass any external certification, licensing or accreditation examination, or (f) have a Certificate issued by the Platform recognised by any regulator, employer, institution or credentialing body. Certificates issued by the Platform evidence completion of a Course, not attainment of a regulated qualification.

4A.2. Not professional advice. Content on the Platform — including Courses covering finance, investing, tax, medicine, health, law, engineering, safety, cybersecurity, psychology or any other regulated field — is for general educational purposes only and is not professional advice. Users must not rely on it as a substitute for consultation with a qualified professional licensed in the relevant jurisdiction. We disclaim all liability for decisions taken in reliance on Content.

4A.3. Instructor credentials. Where an Instructor describes themselves as holding a qualification, title, employment history or achievement, that description is self-asserted. We may, but are not obliged to, verify any such claim. Users should perform their own due diligence before relying on any Instructor's stated credentials.

4A.4. Accuracy and currency. Technical, regulatory and commercial information dates rapidly. We do not warrant that any Course reflects the current state of law, regulation, industry practice, APIs, libraries or standards. Users are responsible for verifying currency before acting on any Content.

5. Permitted use

5.1. You may use the Services only for lawful purposes and in accordance with these Terms, our Acceptable Use Policy, and all applicable laws (including the Kenya Data Protection Act 2019, the Computer Misuse and Cybercrimes Act 2018, and equivalents in your jurisdiction).

5.2. You must not:

  • impersonate another person or misrepresent your affiliation with any person;
  • share your account, password or activation codes with any third party;
  • use the Platform to transmit malware, phishing links or unsolicited commercial communications;
  • scrape, harvest or otherwise extract data from the Platform using automated means without our prior written consent;
  • reverse engineer, decompile or disassemble any part of the Services except where that restriction is prohibited by applicable law;
  • circumvent any access control, rate limit, watermark or digital-rights-management mechanism;
  • use the Services to infringe any intellectual-property, privacy, publicity or other right of any person;
  • upload content that is unlawful, defamatory, obscene, harassing, discriminatory, or that promotes violence or self-harm; or
  • resell, sub-license or redistribute paid Courses without the Instructor's written consent.

5.3. We may investigate suspected breaches and take any action that we consider appropriate, including suspending or terminating your account, removing content, refusing refunds and reporting conduct to law enforcement.

5.4. Right to modify, move or remove Content and Services. We may, at our sole discretion and for any reason, (a) modify, re-categorise, re-price, re-organise, or remove any Course or other Content from the Platform; (b) add, modify or remove Platform features, pricing plans or sub-domains; (c) impose, change or remove rate limits, quotas or caps; (d) require Users to re-accept an updated version of these Terms as a condition of continued use; and (e) cease to operate the Platform or any part of it. Save where clause 9 requires notice, we are not obliged to give you advance warning of any such change.

5.5. Public profile and marketing use. Your username, display name, avatar, bio, Course titles, Course descriptions, Instructor profile, completion counts, review text (with your display name), and other data you elect to publish are — with effect from that publication — public and may be indexed by search engines and cached by third parties. By publishing those fields, you grant us a perpetual, worldwide, royalty-free, sub-licensable licence to reproduce and communicate them (a) on the Platform, (b) in Platform marketing, social-media posts, press materials and investor communications referring to the Platform, and (c) in indexes and previews served by search engines, social networks and similar third parties. This licence continues after termination of your account for the time reasonably needed to remove cached copies.

5.6. Aggregated and anonymised data. You agree that we may generate aggregated, statistical, de-identified or anonymised data from your use of the Services and use it for any lawful purpose, including research, product development, analytics, benchmarking, and sale or disclosure to third parties. Such data ceases to be your personal data once properly de-identified.

6. User-generated content

6.1. Ownership. You retain ownership of all Content you submit to the Platform.

6.2. Licence grant to us. You grant us a worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to host, store, reproduce, display, distribute and communicate your Content on and through the Services for the purposes of operating, promoting and improving the Platform. This licence continues after termination of your account for the period reasonably necessary to honour backups, legal retention and existing Learner enrolments.

6.3. Licence grant by Instructors to Learners. When a Learner enrols on a Course, the Instructor grants that Learner a non-exclusive, non-transferable, non-sub-licensable personal licence to access and use the Course for the duration of the enrolment and for personal, non-commercial study. Certificate issuance does not extend that licence.

6.4. Your warranties. You warrant that (a) you own or have all necessary rights to the Content you upload; (b) your Content does not infringe any third-party right; and (c) your Content complies with these Terms and applicable law.

6.5. IP take-down procedure. We operate a structured intellectual-property take-down process modelled on §512 of the US Digital Millennium Copyright Act.

Notice of infringement. Rights-holders wishing to report allegedly infringing Content must email legal@ctrlshiftapp.org with a signed notice containing:

  1. identification of the copyright-protected work, trade mark or other right allegedly infringed (with copies or URLs);
  2. the URL(s) of the allegedly infringing Content on the Platform, in sufficient detail to let us locate it;
  3. the complainant's full legal name, postal address, telephone number and email address;
  4. a statement made in good faith that the complainant believes the use is not authorised by the rights-holder, its agent or the law;
  5. a statement under penalty of perjury that the information in the notice is accurate and that the complainant is authorised to act on behalf of the rights-holder; and
  6. the physical or electronic signature of a person authorised to act on behalf of the rights-holder.

Our response. On receipt of a conforming notice we may, at our discretion, remove or disable access to the identified Content pending further investigation. We will notify the User whose Content was removed.

Counter-notice. The User whose Content was removed may submit a counter-notice within 14 days containing (a) identification of the Content and the URL on which it appeared before removal, (b) a statement under penalty of perjury that the User has a good-faith belief the Content was removed in error, (c) consent to the jurisdiction of the courts of Kenya, and (d) the User's full legal name, address and signature. A conforming counter-notice will cause us to restore the Content unless the complainant files suit within 14 further days.

Repeat infringers. We terminate, without refund, the accounts of Users against whom we receive repeated, conforming infringement notices.

Mis-use of the notice process. Knowingly filing a false notice is actionable. We reserve all rights to recover damages and legal fees incurred.

7. Intellectual property (Platform)

7.1. The Platform, including all software, designs, logos, trade marks, databases, compiled course metadata, analytics dashboards, and user interfaces — other than User Content — is owned by or licensed to us and is protected by copyright, trade-mark and other intellectual-property laws.

7.2. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal, non-commercial use during the period your account is active and in good standing. All rights not expressly granted are reserved.

8. Fees, billing and refunds

8.1. Currency and taxes. Fees are displayed in the local currency corresponding to your verified geolocation at the time of registration. Your wallet currency is fixed at account creation and cannot be changed by geolocation changes, VPN use, or any other subsequent activity (see clause 8.7). All Fees are inclusive of applicable Value-Added Tax (VAT) unless stated otherwise.

8.2. Platform Fee. We charge a percentage fee on each paid Course subscription (the "Platform Fee") which is currently set at 10% and may be changed in accordance with clause 9. The remainder is credited to the Instructor's Wallet, subject to tax withholding where required by law.

8.3. Refund policy.

Statutory cancellation right (Kenyan consumers). Where you purchase a Course as a consumer, you may cancel the purchase within seven (7) calendar days of delivery in accordance with section 33 of the Consumer Protection Act, 2012, and receive a full refund. This statutory right is not conditional on the proportion of the Course you have completed, on whether you have downloaded attachments, or on whether a Certificate has been generated — it is the minimum protection afforded by law, and we honour it.

Extended refund window (our policy). In addition to the statutory cancellation right above, we voluntarily extend the refund window as follows:

  • Paid Courses: a full refund at any time within 14 calendar days of purchase, where the Learner has completed less than 20% of the Course (by lesson count), has not downloaded Course attachments in bulk, and has not been issued a Certificate. After day 14, refunds are at our discretion.
  • Subscriptions and pricing plans: the statutory 7-day cancellation right applies. After that window, subscriptions are non-refundable for the then-current billing period; cancellation takes effect at the end of that period.
  • Fraudulent, duplicate or mistakenly processed charges: refundable in full upon verification, irrespective of the elapsed time.
  • Refund destination. Refunds are issued to your Wallet by default and may then be withdrawn to your original payment method, subject to clause 8.5. Where we are required by law to refund directly to the original payment method (for example, on a successful chargeback), we will do so.
  • How to request. Via support@ctrlshiftapp.org or through /manage/inbox/ from inside your account. Statutory cancellations do not require a reason; extended-policy refunds may require a short written explanation.

For the avoidance of doubt, nothing in this clause 8.3 diminishes any mandatory statutory refund right you hold as a consumer in your jurisdiction of habitual residence.

8.4. Coupons, bonuses and promotional credits. Promotional credits and coupons are non-transferable, non-refundable, have no cash value, expire on the date stated on the promotion, and are subject to programme-specific terms. We may revoke promotional credits at any time where we detect abuse.

8.5. Withdrawals from your Wallet.

  • Withdrawal requests are subject to minimum balance thresholds, KYC verification and applicable withholding taxes.
  • We reserve the right to delay or refuse a withdrawal where we have a reasonable suspicion of fraud, money-laundering or violation of these Terms.
  • Withdrawals are processed in the user's Wallet currency (see clause 8.1). Currency manipulation — including, but not limited to, the use of VPNs, proxies or location spoofing to attempt to withdraw in a currency other than your Wallet's registered currency — is prohibited and may result in suspension and forfeiture of the affected balance.

8.6. Payment processors. Payments are processed by third-party payment gateways. By making a payment on the Platform, you agree to those gateways' own terms and privacy practices. We are not liable for delays, failures or charges imposed by those third parties.

8.7. Currency immutability. The Platform records the currency of each User's Wallet at the time their account is first successfully created, based on the verified geolocation of that registration. The Wallet currency is immutable thereafter. This design is intentional and is not a defect.

8.8. Withholding, invoicing and tax IDs. Instructors are solely responsible for declaring and remitting all income, VAT and withholding tax arising from Courses they publish. We may deduct any amount required by law before crediting Instructor Wallets and will issue tax documentation as required by applicable law.

8.9. Wallet nature — not a deposit account. Your Wallet is a book-keeping ledger record maintained by us for operational convenience. It is not (a) a bank account, (b) an e-money account, (c) a deposit in the meaning of the Banking Act (Cap. 488) or the National Payment System Act 2011, or (d) a regulated payment service. We are not a bank, a deposit-taking institution, a payment service provider in our own right, or an issuer of electronic money. Funds reflected in your Wallet (i) are not guaranteed by any deposit-protection scheme, (ii) do not accrue interest to you, and (iii) are held commingled in operating accounts pending settlement. A Wallet balance represents an unsecured contractual claim against us, not legal title to a segregated sum.

8.10. Set-off and offset right. We may at any time, without prior notice, set off, debit, or withhold amounts credited to your Wallet against any amount you owe us under these Terms, including (a) chargebacks and payment reversals, (b) refunds issued to Learners on Courses you authored as Instructor, (c) fines, fees and penalties imposed by payment processors or regulators and attributable to your Content or conduct, (d) unpaid Fees, (e) the costs of resolving a dispute or regulatory complaint caused by you, and (f) amounts required by a court order, tax authority or lawful regulatory demand. Where a set-off produces a negative Wallet balance, you remain liable to us for the shortfall and agree to settle it within 14 days of our notice.

8.11. Dormant accounts. A Wallet on which there has been no transaction, withdrawal or login for 24 consecutive months will be treated as dormant. We will attempt to contact the registered email address; if we receive no response within a further 30 days, we may close the account and transfer any remaining balance to unclaimed-funds handling in accordance with Kenyan law. We are not liable for balances on closed dormant accounts beyond this statutory process.

8.12. Price and fee changes. Subject to clause 9 (notice), we may change (a) the Platform Fee, (b) Course prices published by us (not Instructor-set prices), (c) subscription plan pricing, (d) withdrawal minimum thresholds, (e) refund-window rules prospectively and (f) payment-gateway surcharges passed through from third parties. Increases apply only to transactions initiated after the effective date.

8.13. Chargebacks and payment disputes. Where a payment you made is reversed by the card issuer, mobile-money operator or bank after settlement (a "chargeback"), we may (a) debit the refunded amount from your Wallet; (b) suspend your account pending resolution; (c) deny access to Courses purchased with the disputed payment; and (d) recover from you our reasonable administrative costs of responding to the chargeback. Persistent or fraudulent chargeback activity is grounds for termination under clause 10.2.

9. Changes to these Terms

9.1. We may amend these Terms at any time. Where the amendment is material (for example, a change to the Platform Fee or refund policy), we will notify affected Users at least 14 days before the effective date via email and via an in-app notification through our Communications Hub.

9.2. Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms. If you do not accept the changes, you must stop using the Services and may request account closure and refund of unspent Wallet balances.

10. Termination

10.1. By you. You may terminate your account at any time by contacting support@ctrlshiftapp.org. Unspent non-promotional Wallet balances will be refunded to your original payment method, subject to KYC verification, within 30 days.

10.2. By us. We may suspend or terminate your account (or any part of it) immediately and without prior notice where you (a) breach these Terms, (b) engage in fraud, (c) expose the Platform or other Users to legal or security risk, or (d) fail to pay amounts due. We will give at least 30 days' written notice for any termination that is not for one of the reasons in this clause 10.2.

10.3. Effect of termination. On termination: (a) your access to Courses and Content is revoked; (b) you remain liable for all Fees accrued up to the date of termination; (c) clauses that by their nature survive termination (including 6.2, 7, 13, 14 and 16) continue in full force.

11. Communications from us

By opening an account, you consent to receive transactional, security and administrative communications from us by email, in-app notification and, where we have your express consent, SMS. You may opt out of marketing communications from your account preferences; you cannot opt out of transactional and security communications while your account is active.

12. Platform availability

We will use reasonable endeavours to keep the Platform available 24/7, but we do not guarantee uninterrupted access. We may suspend or withdraw any part of the Services temporarily for maintenance, security, upgrades or reasons beyond our reasonable control.

13. Disclaimers and Limitations of Liability

13.1. "As is" basis — to the extent permitted by law. The Services and all Content are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law — and without prejudice to any statutory warranty, condition or consumer right that cannot lawfully be excluded — we disclaim express and implied warranties that the Services or Content will be uninterrupted or error-free, that defects will be corrected, that the Services will meet any specific Learner's subjective expectations, or that the servers that make the Services available are free of viruses or other harmful components. Nothing in this clause 13 derogates from any implied warranty that the Services are of reasonably acceptable quality under section 5 of the Kenya Consumer Protection Act, 2012; those statutory warranties apply notwithstanding any wording in these Terms.

13.2. Liability we do not and cannot exclude. Nothing in these Terms excludes or limits our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) defective products under section 65 of the Consumer Protection Act, 2012; (d) breach of any consumer right that by law cannot be waived; or (e) any other liability which cannot lawfully be excluded or limited under the governing law of clause 15.7.

13.3. Aggregate cap. Subject to clause 13.2, our total aggregate liability to you in any twelve-month period — whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise — will not exceed the greater of (a) the total Fees you actually paid to us (excluding amounts paid to Instructors or third parties) in the twelve months preceding the event giving rise to the claim, or (b) USD 100.

13.4. Excluded losses. Subject to clause 13.2, we are not liable in any circumstances for any (a) indirect, consequential, incidental, special, exemplary or punitive damages; (b) loss of profit, revenue, business, goodwill, opportunity, anticipated savings or reputation; (c) loss or corruption of data; (d) cost of procurement of substitute services; (e) loss arising from Content, including any reliance by you on Course material or another User's statements; (f) loss caused by third-party payment processors, cloud providers, geolocation providers, email providers or SMS providers; (g) loss caused by a force majeure event (clause 14A); or (h) loss caused by your breach of these Terms. This exclusion applies even if we were advised of the possibility of such loss.

13.5. No warranty on third-party integrations. Third-party products, services, content, plug-ins, links and integrations accessible on or through the Platform are provided by third parties. We do not control, endorse, warrant or assume responsibility for them. Your use of any third-party product is subject to that third party's terms and privacy notice. We are not liable for any loss arising from your use of a third-party product.

13.6. Apportionment of liability. Where loss arises from a combination of causes, our liability (if any) is reduced in proportion to the responsibility of you, any Instructor, any third party, and any event outside our reasonable control.

13.7. Basis of the bargain. You acknowledge that the pricing of the Services reflects the limitations of liability set out in this clause 13 and that those limitations are an essential basis of the bargain between you and us. Had those limitations not been acceptable to you, the Fees would have been materially higher or the Services would not have been offered.

14. Indemnity

14.1. You agree, at your own expense, to defend, indemnify and hold harmless us and our parents, subsidiaries, affiliates, successors, assigns, directors, officers, employees, agents, consultants and sub-contractors (each an "Indemnified Party") from and against all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, judgments, settlements, costs and expenses (including reasonable legal, investigation, audit and third-party response-team fees) arising out of or relating to:

(a) your breach, or alleged breach, of these Terms or any applicable law; (b) your Content — including any claim that your Content infringes, misappropriates or violates a third party's intellectual-property, privacy, publicity, contract or other right; (c) your misuse of the Services; (d) any fraudulent, malicious, grossly negligent or unlawful act or omission by you; (e) any dispute between you and another User (including any Learner-Instructor dispute); (f) any personal data breach notifiable under applicable law and caused by your act or omission; (g) any chargeback, refund obligation or tax liability triggered by your payments or Content; (h) any regulatory investigation, supervisory audit or enforcement action brought against an Indemnified Party in which you are named or whose subject-matter arises from your conduct on the Platform; and (i) any third-party claim that would not have arisen but for your breach of these Terms.

14.2. Control of defence. We may, at our own expense, assume exclusive control of the defence and settlement of any matter subject to indemnification by you. You will cooperate with our reasonable requests for information and assistance. You may not settle any matter on a basis that admits liability on our behalf or requires payment by us without our prior written consent.

14.3. Survival. This clause 14 survives termination of these Terms.

14A. Force majeure

14A.1. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including without limitation: acts of God; war, armed conflict, terrorism or civil unrest; industrial action; government or regulatory action; pandemics or epidemics; fire, flood or other natural disaster; failures of telecommunication networks, power grids, third-party data centres or cloud infrastructure; cyber-attacks, denial-of-service attacks or other malicious interference; payment-network outages; and failures of third-party services (including payment gateways, email providers, SMS providers, CDN providers and geolocation services).

14A.2. During a force majeure event, our obligations are suspended for the duration of the event. If an event continues for more than 90 days, either party may terminate the affected Services for convenience, without liability to the other save for amounts already accrued up to the termination date.

14B. Beta, preview and experimental features

14B.1. We may make features, courses, or functionality available on an explicit "beta", "preview", "early access" or "experimental" basis. Such features are provided for evaluation only, may be withdrawn, modified or changed without notice, are not covered by any service-level commitment, and are expressly excluded from the refund framework in clause 8.3 and the limitation cap in clause 13.3.

14B.2. Feedback you provide on beta features may be used by us without restriction and without compensation to you.

14C. Export control and sanctions

14C.1. You warrant that you are not located in, ordinarily resident in, or a national of any jurisdiction subject to comprehensive trade sanctions imposed by the United Nations Security Council, the Kenyan Government, the European Union, the United Kingdom, or the United States (including OFAC-listed persons, entities or countries).

14C.2. You warrant that you will not use the Services to transmit technical data or Content whose export is restricted by applicable law, nor will you provide the Services to any sanctioned party.

14C.3. We may suspend or terminate your account without notice where we reasonably believe that continued provision of the Services would violate any applicable sanctions or export-control law, without liability to you.

14D. Electronic communications and signatures

14D.1. By opening an account, you consent to receive all notices, disclosures, communications and agreements relating to your use of the Services in electronic form, by email, in-app notification or the secure message inbox at /manage/inbox/. Such electronic communications satisfy any legal requirement that communications be in writing under the Kenya Law of Contract Act (Cap. 23) and the Business Laws (Amendment) Act 2020.

14D.2. You acknowledge that (a) your click-acceptance of these Terms, (b) your use of any "I agree" button, check-box or acceptance link on the Platform, and (c) your continued use of the Services after notice of a material change, each constitutes an electronic signature legally binding on you for the purposes of the Kenya Information and Communications Act (Cap. 411A) and equivalent laws in your jurisdiction.

14D.3. You warrant that the email address on your account is an address you control and that you will check it for notices. Notices we send to that address are deemed received when sent.

15. Dispute resolution

15.1. Good-faith negotiation (first step, mandatory). The parties will first attempt in good faith to resolve any dispute by direct negotiation. Notice of dispute must be sent in writing to legal@ctrlshiftapp.org with a description of the dispute, the remedy sought, and supporting documentation. A senior representative from each side will meet (in person or by video conference) within thirty (30) days of the notice. Neither party will commence formal proceedings until this step has either concluded or thirty (30) days have lapsed without the meeting occurring — save for proceedings seeking urgent interim relief under clause 15.5.

15.2. Mediation (second step, recommended). If negotiation under clause 15.1 does not resolve the dispute, either party may refer it to mediation before a single mediator appointed by the Chartered Institute of Arbitrators (Kenya Branch) under its current Mediation Rules. Mediation is conducted in Nairobi (or by video conference at the mediator's direction), in English, and the costs are shared equally. Mediation is offered as a faster and cheaper alternative to court; it is not a pre-condition to court proceedings, and neither party waives any statutory right by declining to mediate.

15.3. Consumer forum rights preserved. Nothing in these Terms requires a consumer (as defined under the Consumer Protection Act, 2012 of Kenya) to submit a dispute to arbitration. In accordance with section 88 of the Consumer Protection Act, any provision that would prevent a consumer from exercising the right to commence an action in the High Court of Kenya is unenforceable, and is expressly not intended here. A consumer User may, at their election (a) pursue the negotiation and mediation steps in clauses 15.1 and 15.2; (b) file a complaint with the Competition Authority of Kenya; or (c) commence proceedings in the High Court of Kenya. A consumer's right to join or initiate class proceedings under section 4 of the Consumer Protection Act is also preserved.

15.4. Arbitration (business parties — optional). For any dispute between us and a User acting in a business capacity (including an Instructor carrying on a trade, a Organization customer, a corporate administrator, or a supplier) that has not been resolved under clauses 15.1 or 15.2, the parties may by written agreement refer the dispute to final and binding arbitration before a single arbitrator appointed by the Chartered Institute of Arbitrators (Kenya Branch) under the Arbitration Act, 1995 (Cap. 49 Laws of Kenya). Seat: Nairobi. Language: English. This clause does not oblige a business User to arbitrate; referral requires a separate written submission agreement signed by both parties after the dispute has arisen, per section 88(2) of the Consumer Protection Act, read with the Arbitration Act.

15.5. Urgent and equitable relief. Notwithstanding clauses 15.1 to 15.4, either party may at any time apply to a court of competent jurisdiction for urgent interim or equitable relief, including to protect intellectual-property rights, confidential information or personal data. Applying for such relief does not waive any right under this clause 15.

15.6. Limitation of actions. Claims are subject to the limitation periods in the Limitation of Actions Act (Cap. 22) of Kenya. Nothing in these Terms purports to shorten a statutory limitation period that applies in your favour as a consumer.

15.7. Governing law and jurisdiction. These Terms are governed by the laws of the Republic of Kenya. The High Court of Kenya has non-exclusive jurisdiction over any dispute arising out of or relating to these Terms. We may bring proceedings in any other jurisdiction where such proceedings are necessary to enforce our intellectual-property rights or to protect confidential information. Where you are resident outside Kenya, you retain any mandatory consumer-protection rights conferred on you by the law of your habitual residence; those rights prevail over any inconsistent term of these Terms.

16. General

16.1. Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed, and the remainder will continue in full force.

16.2. No waiver. A failure or delay by us to enforce any right under these Terms is not a waiver of that right.

16.3. Assignment. You may not assign, transfer or sub-license these Terms without our prior written consent. We may assign these Terms in connection with a sale of our business or a corporate reorganisation.

16.4. Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Data Protection Policy, Referral Program Conditions and any acceptance-use policies referenced here, constitute the entire agreement between you and us in respect of the Services and supersede all prior agreements.

16.5. Notices. Legal notices to us must be sent to legal@ctrlshiftapp.org. We will send notices to the email address associated with your account.

17. Statutory rights preserved

17.1. Kenyan consumer rights not diminished. Nothing in these Terms excludes, restricts or modifies any mandatory right or remedy that the Consumer Protection Act, 2012 of Kenya confers on you as a consumer, including (without limitation) (a) the right to information required by section 31; (b) the seven-day cancellation right under section 33; (c) the right to a refund or substitute service where the Services are not of reasonably acceptable quality under section 5; (d) the right to commence class proceedings under section 4; (e) the right to commence an action in the High Court under section 88; and (f) the remedies under sections 16, 79 and 84.

17.2. Data-protection rights not diminished. Nothing in these Terms excludes, restricts or modifies any right you hold under the Data Protection Act, 2019 of Kenya, including the rights to access, correction, objection, erasure, portability, and the right to lodge a complaint with the Office of the Data Protection Commissioner under KDPA §65.

17.3. Severability of unenforceable protection. Where a court or regulator finds that any clause in these Terms is invalid because it purports to waive a mandatory consumer or data-protection right, that clause is severed to the extent of the invalidity and the remainder of the Terms continues in force without the severed portion. We will not rely on a severed clause against a person who benefits from the statutory right the clause sought to waive.

17.4. Other jurisdictions. Where you are habitually resident outside Kenya and the law of that jurisdiction confers a mandatory consumer right that is more protective than clauses in these Terms, that mandatory right applies to you and to this agreement to the extent of the conflict.

18. Contact us

Questions about these Terms should be sent to:

  • Ctrl+Shift
  • Attention: Legal Department
  • Email: legal@ctrlshiftapp.org
  • Support: support@ctrlshiftapp.org
  • Address: {{ registered_office_address }}