These terms are the agreement between Shona Prince Technologies and the company using ShonaDirect. They cover the platform and the relationship behind it. The commercial terms for distributing a particular product, the fees and the settlement cycle are agreed separately with each brand.
Who these terms are between
ShonaDirect is operated by Shona Prince Technologies, a company incorporated in Zimbabwe that also operates from Maputo, Mozambique. In these terms it is called Shona. The company that applies for or holds an account is called the brand.
ShonaDirect is a service for businesses. It is not offered to consumers, and nothing here gives a consumer a right.
The person who submits an application, accepts an invitation, or accepts these terms in the dashboard does so on behalf of the company and not personally, and confirms they are authorised to bind it. If you are not authorised, do not accept.
A brand accepts these terms by applying for an account and by using one.
What ShonaDirect is, and what it is not
ShonaDirect is the platform through which a brand applies to distribute, submits products for review, agrees terms, declares consignments to Shona's warehouses, sees its stock, its sales and its settlement statements, and manages the people on its own account.
ShonaDirect is not a marketplace and not a shop. A brand does not sell to the public through it. It is not a freight, customs or clearing service. It is not a bank, a payment service or a lender. It does not give legal, tax or regulatory advice about any market.
Shona is a distributor and a retailer. Whether Shona takes a product, how much of it, on what terms, into which markets and at what shelf price is a commercial decision, and it is recorded in the distribution agreement for that brand.
The distribution agreement comes first
These terms govern the platform and the relationship generally. A separate distribution agreement between Shona and the brand governs the commerce: the products covered, the markets, the fees, the settlement cycle, pricing, minimum quantities, returns, marketing support, title, risk, insurance and the term.
Where these terms and a distribution agreement say different things about a commercial matter, the distribution agreement wins. On how the platform itself may be used, these terms apply.
Terms sent to a brand appear in its dashboard for acceptance, and the acceptance is recorded there with the name of the person who accepted and the time they did.
Applying, approval and refusal
A brand applies with its company details, its contacts and its documents. Shona reviews the application and may approve it, decline it, or come back for more.
Approval is at Shona's discretion. Shona does not have to give a reason for declining, although it will usually say what was missing. Nothing obliges Shona to distribute anything until there is an approved account, an approved product and an agreed distribution agreement.
The brand confirms that what it tells Shona is true, current and its own to give, and that the documents it uploads are genuine. It will tell Shona when something changes: a change of ownership, of name, of registration, of banking details, or a licence that has lapsed.
Shona may check what it is told, and may ask a third party to check it.
The account and the people on it
An approved brand invites its own users and sets each one's role. The brand is responsible for who it lets in, for what they do on the account, and for keeping sign in details safe. Sign in details are not to be shared, and an account is for the brand's own use.
A brand that believes an account has been compromised should tell Shona at once at support@shonatech.africa, and Shona will act on it.
Shona may suspend or close an account where the brand breaks these terms or its distribution agreement, where a compliance or payment question has to be resolved, where the law requires it, or where the account is being used in a way that puts the platform, the network or another brand at risk. Where Shona can say why, it will, and it will say what needs to happen to lift it.
Acceptable use
When using ShonaDirect, a brand and its users will not do any of the following.
- Try to reach another brand's data, or any part of the platform they have not been given.
- Probe, scan or attack the platform, or try to get around its security or its rate limits.
- Scrape it, copy it at scale, or resell or give away access to it.
- Upload anything malicious, or anything unlawful, infringing, counterfeit or misleading.
- Misrepresent who they are or who they act for.
- Use the platform, or anything seen on it, for any purpose other than distributing that brand's products with Shona.
Products, accuracy and compliance
A brand submits each product with the information the platform asks for, and is responsible for the truth of it. Shona sells what the brand says the product is, and it prices, plans and orders on the figures the brand gives.
The brand is responsible for the product itself: that it is safe, that it is lawfully made and may lawfully be exported from where it is made, that its labelling, ingredients, packaging, instructions and claims meet the rules of each market it is sold into, and that the certificates, registrations and licences it supplies are genuine, current and actually cover that market.
Shona's review is commercial and logistical. Approving a product on ShonaDirect is not advice that the product complies with any law, and it does not move responsibility for compliance from the brand to Shona.
Shona may decline a product, withdraw an approved one, or stop selling it, where it has a reasonable concern about safety, legality, authenticity, or the accuracy of what was declared. Where it does, it will tell the brand and say why.
If a brand learns of a defect, a recall, a safety notice or regulatory action anywhere in the world that touches a product Shona holds or sells, it must tell Shona at once. Shona may then pull the stock, and the brand will support the recall.
Stock sent to Shona
Unless the distribution agreement says otherwise, stock a brand sends to a Shona warehouse is held on consignment. The brand keeps title to each unit until it is sold to a customer, and at that moment title passes to the buyer and Shona owes the brand the settlement for it.
Because title stays with the brand, the units are the brand's property while they sit in the network. They are not Shona's stock, Shona will not pledge or charge them, and Shona will keep them identifiable as the brand's in its own records.
Risk. Until a consignment reaches the Shona warehouse named on it and is booked in, risk of loss or damage stays with the brand. From the moment it is booked in until it is sold, returned to the brand or written off with the brand's agreement, Shona carries that risk while the units are in its care.
Insurance. The brand insures the goods in transit up to the point they are booked in. Shona carries the insurance it holds over goods in its own warehouses and stores. Neither party promises the other a particular sum insured or a particular policy here. A brand that needs a specific level of cover should agree it in its distribution agreement.
Receipt. When a consignment is booked in, Shona records the units declared, the units received, the units damaged and the units missing, and that record in the dashboard is what both parties work from. A brand that disagrees with it should say so as soon as it sees it, and in any event within the period set in its distribution agreement. What happens about a shortage or damage found on receipt is dealt with in that agreement.
Getting stock back. A brand may ask for unsold stock to be returned to it. Where its distribution agreement does not deal with this, the brand pays the cost of taking the stock back, and Shona will release it once what is owed between the parties has been settled.
Pricing in store
Shona sets the retail price in its own stores, within any floor, ceiling or recommended price agreed in the distribution agreement. A shelf price has to answer to local duty, tax, currency, competition and what a market will carry, and those move.
Shona may run promotions, markdowns and bundles. Where a markdown changes what a brand is settled, the distribution agreement says how, and the statement shows it.
Sales, statements and settlement
Sales are captured by Shona's own point of sale and warehouse systems, and those records are what the platform reports.
A statement is produced for each settlement period. It shows the units sold, the gross sales, the fees deducted, returns, anything brought forward from an earlier period, and the net.
A statement is cut on sales that have been paid for. A sale that has not yet been paid for is not on it, and comes onto a later statement once it settles. A sale that was reversed does not come onto a statement at all.
Returns and refunds are deducted from the statement they fall into.
If the net on a statement comes out below zero, nothing is owed by the brand and no payment is asked for. The balance carries forward and is set against what the brand earns next.
The fee, the settlement cycle, the currency and the payment method are in the distribution agreement, not here. Payments are made to the bank account recorded on the brand's own account, and it is the brand's job to keep those details current. Bank charges, correspondent fees and exchange differences fall where the distribution agreement puts them.
A brand should check a statement when it arrives and raise a query within the period its distribution agreement allows. Queries are worked out against the platform's own records: the point of sale entries, the stock movements and the statement lines behind the figure.
Intellectual property
The brand keeps everything it owns: its marks, its product names, its photographs, its copy, its designs and its specifications. Nothing here transfers any of it.
The brand grants Shona a non exclusive, royalty free licence to use its name, marks, product images, descriptions and specifications for one purpose: importing, listing, displaying, marketing, promoting and selling the brand's goods through the Shona network and the channels it sells through, and reporting on that. The licence runs while the agreement runs and for as long as Shona still holds the brand's stock, and it extends to the stores, sub distributors and platforms Shona sells through.
The brand confirms it has the right to grant that licence and that the material does not infringe anyone else's rights.
Shona keeps everything in ShonaDirect: the platform, its code, its design, its documentation, and the Shona and ShonaDirect names and marks. A brand gets the right to use the platform for its own account while the agreement runs, and nothing more.
Trading records. The record of what sold, where and when belongs to Shona as the retailer. Shona grants the brand the right to use the figures reported to it for the brand's own business. Shona may use totals that identify no brand and no customer to run and plan its network.
Confidentiality
Each party keeps the other's non public information confidential and uses it only for the purpose it was given: commercial terms, fees, volumes, statements, plans, specifications, and anything marked confidential or obviously so.
This does not apply to information that is already public without either party breaking a confidence, that the receiving party already had, or that it worked out independently. Where a law, a regulator or a court requires disclosure, the party required to disclose may do so, and will tell the other first where it is lawful to.
The duty lasts for as long as the information keeps its value, and it survives the end of the agreement.
Availability and support
Shona works to keep ShonaDirect available and to fix faults promptly. It does not promise an uptime percentage or a response time in these terms, because it will not publish a number it has not measured and cannot stand behind. A brand that needs a service level should agree one in writing.
Maintenance sometimes needs the platform to be down. Shona will give notice of planned work where it can, keep it short, and prefer quiet hours.
Shona may change the platform, add to it and retire parts of it. Where it is going to remove something a brand relies on, it will give notice where it reasonably can.
If the platform is unavailable, the obligations behind it continue. Goods that sold still sold, and settlements already earned still fall due.
What each party promises
Each party promises that it has the authority to enter into this agreement, that it will comply with the laws that apply to it, including anti bribery, anti money laundering and sanctions laws, and that it will not put the other in breach of those laws.
The brand promises that its products are safe, authentic and lawfully made, that it has the rights it grants, and that its documents and declarations are genuine and current.
Shona promises to provide the platform with reasonable skill and care, and to handle information about people as its privacy policy says.
Beyond what is written in these terms, and as far as the law allows, neither party gives any other warranty. The platform is provided as it is. Shona does not warrant that it will be uninterrupted or free of faults, that any product will sell, or that any volume, revenue or margin will be reached. A figure in a plan, a forecast or a replenishment recommendation is an estimate made in good faith, not a promise.
Liability
Nothing in these terms limits either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by its negligence, or for anything else that cannot lawfully be limited.
Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, or any indirect or consequential loss, however it arises.
Subject to the two paragraphs above, each party's total liability to the other for everything that arises in any twelve month period, whether in contract, in delict or tort, or otherwise, is limited to the total of the distribution fees Shona charged that brand in the twelve months before the event that gave rise to the claim. Where the event happens in the first twelve months, the cap is the fees charged up to that date. The figure is taken from the statements on the platform, so both parties can compute it from the same records.
That cap does not apply to a settlement that is properly due and unpaid, which stays payable in full; to the value of consigned stock lost or damaged while it is at Shona's risk, which the distribution agreement deals with; to the indemnities below; or to a breach of confidentiality.
Each party will take reasonable steps to keep its loss down, and neither may recover the same loss twice.
Indemnities
The brand will indemnify Shona against claims, losses, fines and reasonable costs arising from a product being unsafe, unlawful, counterfeit or mislabelled, from a claim that the brand's marks or materials infringe someone's rights, from a certification or declaration that was false or missing, and from a recall.
Shona will indemnify the brand against claims, losses, fines and reasonable costs arising from a claim that the ShonaDirect platform itself infringes someone's intellectual property, and from Shona's own breach of the law in selling the goods, except where the breach follows from what the brand told it.
The party claiming an indemnity must tell the other promptly, let it take over the defence if it wants to, cooperate with it at the other's cost, and not settle without its agreement, which will not be unreasonably withheld.
Term, suspension and ending it
These terms apply from the day a brand applies and for as long as it holds an account.
Either party may end the platform relationship by giving the other thirty days' notice in writing. Either may end it immediately if the other commits a material breach and has not fixed it within thirty days of being asked to, or if the other becomes insolvent, goes into liquidation or business rescue, or has a receiver or an administrator appointed over it.
Ending these terms does not by itself end a distribution agreement, and ending a distribution agreement does not by itself close the account. Each says how it ends.
Stock still in the network when the relationship ends stays the brand's property. Shona will either sell through it on the terms already agreed and settle for it as normal, or make it available for collection, whichever the distribution agreement provides or the parties agree in writing. Where neither says, Shona will hold it for collection and the brand pays the cost of taking it back. Shona may hold stock, or set its value against what the brand owes, to the extent the law allows.
Settlements already earned remain payable. Amounts a brand owes remain payable.
Access to the dashboard ends when the account closes, so a brand should download the statements and records it wants to keep before then. Shona keeps the underlying records for the periods set out in the privacy policy.
Confidentiality, intellectual property, liability, the indemnities, governing law and anything owed between the parties all survive the end of these terms.
Events outside a party's control
Neither party is in breach because of something genuinely outside its control: war, civil unrest, an act of a government or a regulator, a border or port closure, an embargo or a sanction, a natural disaster, an epidemic, a general failure of power, telecommunications or the internet, or industrial action that is not limited to that party's own workforce. A shortage of money is never such an event.
The party affected will tell the other as soon as it reasonably can, and will do what it reasonably can to work around it. If the event continues for more than sixty days, either party may end the affected part of the arrangement on written notice, and settlements already earned remain payable.
Changing these terms
Shona may change these terms to reflect a change to the platform, a change in the law, or a change in how the service works. The version on this page is the one that applies, and the date at the top of the page is the date it last changed.
Where a change materially affects a brand's rights, Shona will tell account holders by email, or in the dashboard, at least thirty days before it takes effect. A brand that does not accept a material change may end the platform relationship before the change takes effect, and settlements it has already earned remain payable.
Continuing to use ShonaDirect after a change takes effect means the brand accepts it.
General
Neither party may transfer this agreement without the other's written consent, which will not be unreasonably withheld, except that either may transfer it to a company that acquires its business.
Nothing here makes the parties partners or joint venturers, and neither may hold itself out as able to bind the other. Shona sells the brand's goods in its own stores as its distributor and retailer, on the basis set out here and in the distribution agreement.
Nobody who is not a party to this agreement may enforce it.
These terms and the brand's distribution agreement are the whole agreement between the parties and replace anything said or written before. Neither party relies on a statement that is not written into them, although this does not limit liability for fraud.
If a court finds part of these terms unenforceable, the rest stands, and that part is read as narrowly as it needs to be to work.
A delay in enforcing a right is not a waiver of it.
Notice to Shona goes to support@shonatech.africa, and a notice that ends the agreement or alleges a breach also goes by post to Shona Prince Technologies, Avenida Das FPLM, #526, Maputo, Mozambique. Notice to a brand goes to the email addresses on its account. A notice sent by email takes effect on the next working day.
These terms are written in English. A translation is provided for convenience only, and the English version governs.
Governing law and disputes
These terms are governed by the law of Zimbabwe. Zimbabwe is chosen because that is where the operating company is incorporated, so an award or a judgment can be enforced where the business and its assets are.
If a dispute arises, the parties will first try to settle it by talking. One party writes to the other setting out what the dispute is, and senior people on both sides then have thirty days to resolve it.
If that does not work, the dispute is referred to arbitration in Harare, Zimbabwe, before a single arbitrator, under the Arbitration Act, Chapter 7:15 of the laws of Zimbabwe, conducted in English. That Act follows the UNCITRAL Model Law on International Commercial Arbitration, so an award made under it can be recognised and enforced in most of the countries a brand is likely to be based in. The award is final and binding, and the parties keep the arbitration confidential.
Nothing above stops either party from going to court for an urgent interdict or injunction, or to recover a debt that is not disputed. For those, and for anything arbitration cannot decide, the parties submit to the courts of Zimbabwe.
Effective date and contact
This version takes effect on 14 September 2026 and replaces anything published before it.
Questions about these terms go to support@shonatech.africa. The team that reviews brand applications can be reached at admin@shonatech.africa. By post: Shona Prince Technologies, Avenida Das FPLM, #526, Maputo, Mozambique.