Terms of Service

1. Definitions

• "SONKA", "we", "us", "our" means Tele-Port Prime Ghana Limited, a company incorporated in Ghana, together with its affiliates, directors (including but not limited to Darius Tieku and Winifred Mensah), officers, employees, agents, contractors, successors and assigns (collectively, the "Indemnified Parties").
• "Platform" means the SONKA mobile application, website, APIs, notifications, communications tools, maps, listings, content, media, advertising, administrative systems and any other product, feature or service we may offer now or in the future.
• "User", "you", "your" means any person who accesses or uses the Platform in any capacity.
• "Content" means any text, photos, videos, audio, ratings, reviews, messages, listings, prompts, data, names, logos or other material submitted, uploaded, transmitted or displayed through the Platform.

2. The Platform

SONKA is a technology platform. Through the Platform we may provide (now or in the future) directory listings, search, maps, location services, communications tools, ratings and reviews, bookings, payment-tracking tools, content, media, videos, advertising, analytics, referral tools, promotional services and any related services we choose to make available.

SONKA is not a transport company, carrier, logistics provider, freight forwarder, employer, agent, broker, insurer, or party to any transaction between Users. Where the Platform allows Users to arrange goods movement, we act solely as a neutral technology intermediary. Any transport, delivery, sale, purchase, service, payment or interaction between Users is strictly between those Users, at their own risk.

We reserve the right to add, change, suspend or discontinue any part of the Platform, any feature, any pricing, any fee structure, any eligibility requirement or any service at any time, in our sole and absolute discretion, without notice or liability to you.

3. Eligibility & Accounts

• You must be at least 18 years old and legally capable of entering contracts in Ghana.
• You must provide accurate, complete and current information and keep it updated.
• You are solely responsible for all activity on your account, including unauthorised use.
• You must keep your credentials (phone number, password, device tokens) secure.
• One account per person. Duplicate, automated or fraudulent accounts may be suspended or terminated without notice or refund.
• We may refuse to provide, suspend or terminate access to any person at our sole and absolute discretion, with or without cause, with or without notice, and without liability.

4. Acceptable Use

You agree not to, and not to permit any other person to:

• Use the Platform for any unlawful, fraudulent, deceptive, harmful or abusive purpose;
• Transport, solicit, advertise or facilitate the movement of any prohibited, illegal, dangerous, stolen, counterfeit, restricted, hazardous or regulated goods (including without limitation narcotics, firearms, human beings, wildlife, stolen property, or goods in violation of Ghanaian law);
• Harass, threaten, defame, impersonate, stalk or discriminate against any person;
• Post, transmit or share Content that is false, misleading, obscene, hateful, sexually explicit, violent, or violates any law or third-party right;
• Interfere with, probe, scrape, reverse engineer, decompile, disassemble, circumvent, disable, overload, attack or damage the Platform or its infrastructure;
• Attempt to access another User's account or data;
• Use the Platform to collect or harvest any information about other Users for any purpose other than what we expressly authorise;
• Upload any virus, malware, worm, exploit or harmful code;
• Use bots, scripts, scrapers or automated tools without our prior written consent;
• Use the Platform to compete with SONKA, train machine-learning models, or build a competing product.

Violation of this section may result in immediate account termination, forfeiture of fees paid, reporting to law enforcement, and legal action. You agree to reimburse us for any losses caused by your violation.

5. User Content & Licence to SONKA

You retain ownership of Content you submit. However, by submitting, uploading, transmitting or making available any Content through the Platform, you grant SONKA a worldwide, perpetual, irrevocable, royalty-free, fully paid, non-exclusive, sublicensable and transferable licence to use, reproduce, host, store, display, publish, transmit, distribute, translate, adapt, modify, create derivative works of, promote and otherwise exploit such Content in any media, format and channel now known or later developed, for any purpose including marketing, advertising, training of machine-learning systems, product development, content creation, and commercial use.

You warrant and represent that you have all necessary rights, consents and permissions to grant this licence and that your Content does not violate any law or third-party right.

You are solely responsible for your Content. We have no obligation to monitor Content but we reserve the right to review, remove, edit, refuse or delete any Content at any time, for any reason or no reason, without notice.

6. Fees, Subscriptions & Payments

The Platform may include paid features, subscriptions, advertising, sponsored listings, commissions and other charges. All fees are listed in the Platform or a relevant sub-agreement. Unless expressly stated otherwise:

• All fees are in Ghana Cedis (GHS), exclusive of applicable taxes, which you are responsible for.
• All payments are final and non-refundable to the maximum extent permitted by law.
• We may change fees, add new fees, or discontinue features at any time, in our sole discretion.
• Where the Platform facilitates payments between Users (for example Mobile Money transfers), such payments are the sole responsibility of the transacting Users. SONKA is not a party to and does not guarantee any such payment.

7. Third Parties

The Platform may contain links to, integrate with, or display Content from third parties (including mobile network operators, Mobile Money providers, map providers, payment processors, advertisers, notification services and cloud hosts). SONKA does not control and is not responsible for any third-party product, service, content, act or omission. Your dealings with any third party are solely between you and that third party.

8. Termination

We may suspend, restrict or terminate your account or access to the Platform, in whole or in part, at any time, with or without cause, with or without notice, and without refund or liability. Upon termination, all rights granted to you under these Terms cease. Sections that by their nature should survive termination (including sections on Content Licence, Disclaimers, Limitation of Liability, Indemnity, Dispute Resolution and Governing Law) will survive.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. To the maximum extent permitted by law, SONKA disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, security, non-infringement and quiet enjoyment.

Without limitation, SONKA does not warrant that:

• The Platform will be uninterrupted, timely, secure or error-free;
• Any User listed or displayed on the Platform is reliable, honest, qualified, licensed, insured, solvent or safe;
• Any driver, vehicle, customer, price, listing, rating, review, photo, description, location or other information is accurate, current or lawful;
• Any transaction arranged through the Platform will be completed, satisfactory, or free of loss, damage, delay, injury or fraud;
• Any Content is accurate, appropriate or lawful.

You use the Platform at your own risk. You are solely responsible for independently verifying any other User, vehicle, goods, price, location, document or representation before relying on it.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SONKA OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY:

• Indirect, incidental, special, consequential, punitive, exemplary or aggravated damages;
• Loss of goods, cargo, property, profits, revenue, savings, business, goodwill, data, reputation or opportunity;
• Personal injury, death, emotional distress or property damage;
• Damage, theft, loss, delay, misdelivery, non-delivery or destruction of goods transported or attempted to be transported;
• Fraud, dishonesty, misconduct, negligence, crime or tort of any other User;
• Unavailability, failure, error, downtime or security breach of the Platform;
• Loss caused by third-party providers, payment processors, mobile networks, governments or force majeure events.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SONKA AND ALL INDEMNIFIED PARTIES, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EXCEED THE GREATER OF (A) GHS 100, OR (B) THE TOTAL FEES YOU HAVE ACTUALLY PAID TO SONKA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory (contract, tort, statute, negligence, strict liability or otherwise), even if SONKA has been advised of the possibility of such damages, and even if any remedy fails of its essential purpose.

11. Indemnification

You agree to indemnify, defend and hold harmless SONKA and all Indemnified Parties (including Tele-Port Prime Ghana Limited, Darius Tieku, Winifred Mensah, and all directors, officers, employees, agents and contractors of SONKA) from and against any and all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Platform;
• Your Content;
• Your violation of these Terms or any law or third-party right;
• Your dealings, transactions, communications or disputes with any other User or third party;
• Any goods, vehicles, services or conduct arranged or attempted to be arranged through the Platform;
• Any injury, death, loss, damage or harm caused by you or suffered by you.

12. Dispute Resolution & Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Ghana, without regard to conflict-of-law principles. You and SONKA agree that any dispute, controversy or claim arising out of or relating to these Terms, the Platform or any related matter shall be resolved as follows:

• Step 1 — Informal resolution. You must contact us at [email protected] and attempt in good faith to resolve the dispute informally for at least 30 days before taking any other action.
• Step 2 — Binding arbitration. If not resolved, the dispute shall be finally settled by binding arbitration in Accra, Ghana, under the Alternative Dispute Resolution Act, 2010 (Act 798) by a single arbitrator appointed in accordance with that Act. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding.
• No class actions. You agree that any dispute will be resolved only on an individual basis. You waive any right to participate in a class, collective or representative action.
• Injunctive relief. Notwithstanding the above, SONKA may seek injunctive or equitable relief in any court of competent jurisdiction in Ghana to protect its intellectual property, confidential information or other rights.

13. Force Majeure

SONKA will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, strikes, labour disputes, government action, power failures, network failures, epidemics, pandemics, cyber-attacks or third-party outages.

14. Modifications

We may modify these Terms at any time by posting the updated Terms on the Platform or our website. Your continued use of the Platform after any change constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.

15. Assignment

You may not assign or transfer these Terms or any of your rights or obligations without our prior written consent. We may assign, transfer, or delegate these Terms and our rights and obligations at any time, without notice or consent.

16. Severability & Entire Agreement

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and the invalid provision will be modified only to the extent needed to make it enforceable. These Terms (together with the Privacy Policy, the Driver Agreement or Customer Agreement where applicable, and any other documents referenced) constitute the entire agreement between you and SONKA and supersede all prior agreements.

17. Electronic Acceptance

By ticking the acceptance box, tapping an "I agree" button, creating an account, or otherwise using the Platform, you provide your electronic signature and consent under the Electronic Transactions Act, 2008 (Act 772) of Ghana, binding yourself to these Terms with the same legal force as a handwritten signature.

18. Contact

Tele-Port Prime Ghana Limited
Email: [email protected]
Ghana