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Seller Terms & Conditions

Welcome to the WholeMatt family! ๐ŸŽ‰ We're genuinely excited to have you. These terms are written in plain language โ€” no legal jargon, no surprises. They exist to protect you, protect us, and make sure everyone thrives together โ€” together under our Unified Profit-Sharing System.

๐Ÿ“… Effective: July 2026ยท๐Ÿ“ Governed by Kenyan Lawยทโœ๏ธ Last Updated: July 2026

A Quick Word from Us ๐Ÿ‘‹

At WholeMatt, we believe in building real partnerships โ€” not just landlord-tenant arrangements. We want you to succeed, your products to sell, and your business to grow. These terms are our shared agreement: a framework that keeps things fair, transparent, and respectful for every single seller on our platform. Please read through them โ€” and if anything ever feels unclear, our door is always open. ๐Ÿ’ฌ

Our Unified Profit-Sharing System

WholeMatt has moved to a shared-success model. Here's what that means for you.

0.1.

No category ownership. No single member "owns" a category. All sales profits generated across the entire WholeMatt network โ€” regardless of which category, product, or town they come from โ€” are pooled and shared equally among all participating members.

0.2.

Daily earnings, not waiting. Instead of waiting for a specific category to sell, you earn a share of the sales made every single day across all products and all locations. This means more consistent income and better overall profits.

0.3.

Who joins the new system? All new members join the unified profit-sharing system by default. Existing members who agree to the new profit-distribution model are warmly welcomed to opt in at any time from their dashboard.

0.4.

Stock you bring in becomes shared. When you join the Unified system, the stock you bring into the network is forfeited into the shared pool โ€” because you now earn a share of profit from all sales across the WholeMatt network, not just one shelf. In return, you gain daily, network-wide earnings from every approved sale.

โœจ Why we did this: Pooling earnings across the whole network means every member benefits from the total success of the WholeMatt brand โ€” better profits, daily sales, and shared stability.

0.5. Revenue Sharing โ€” How Your Profit Is Calculated

Profit is worked out per item, then pooled across every approved sale in the WholeMatt network and split among members by the number of slots they hold. The rates below (commission 20%, KRA 16%) are set by admin and apply to every unified sale.

1

Per-item profit

payout amount = selling price โˆ’ KRA โˆ’ commission

profit = payout amount โˆ’ buying cost

  • โ€ข KRA โ€” 16% tax of the selling price
  • โ€ข Commission โ€” WholeMatt platform fee (20% of selling price)
  • โ€ข Buying cost โ€” what the item was bought for
2

Your share of the pool

network profit = sum of every approved sale's profit

your share = network profit ร— (your slots รท total network slots)

Slots can be fractional (0.5, 1, 2โ€ฆ), so the split is always fair no matter how many you hold.

Worked example

One item sold across the network:

Selling price

KES 1,000

Buying cost

KES 600

KRA (16%)โˆ’ KES 160
Commission (20%)โˆ’ KES 200
Payout amountKES 640
Buying costโˆ’ KES 600
Profit on this itemKES 40

That profit joins the pool. If the network's total profit for the month is KES 500,000, you hold 3 slots and the whole network holds 100 slots:

your share = 500,000 ร— (3 รท 100)

Your share = KES 15,000

How & when it's paid out

  • After you lock your slot, payouts unlock 30 days later (the month containing your lock date + 30 days).
  • Available balance = your total share โˆ’ already paid out โˆ’ requests in progress. Withdrawals go to your approved M-Pesa number.
  • Earnings start the day you lock your slot โ€” only approved sales count, and you must hold at least one slot to participate.

1. Your Role & Stocking Contribution

1.1.

Once your membership and lock deposit are paid, you become a participating member of the WholeMatt network and hold one or more slots. You may contribute stock to the shared shop space โ€” that stock joins the unified pool, and you earn a share of profit from every approved sale across all locations, split among members by the slots they hold.

1.2.

You are responsible for keeping your contributions well-stocked, clean, and presentable. Our shop attendants handle day-to-day sales on your behalf โ€” your products and your pricing remain your responsibility, while the resulting profits are shared under the unified system described above.

1.3.

Think of WholeMatt as one big shared shop where everyone contributes stock and everyone shares in the success. The more we all put in, the more we all earn โ€” together.

2. Membership Fee & Lock Deposit โ€” Strictly Non-Refundable

We know handing over money takes trust. Here's exactly where it goes โ€” and what our policy is.

2.1.

Joining the Unified system requires two payments: a membership fee and a one-time lock deposit that activates your slot in the profit-sharing pool. The lock deposit covers your first month's rent, your onboarding and branding, and an administrative reserve. Every portion of these payments is non-refundable.

2.2.

The entire deposit is strictly non-refundable under any circumstances. As soon as your space is confirmed, we incur real and immediate costs โ€” spot prep, your branding, marketing campaigns, and staff onboarding. These costs cannot be recovered once committed.

๐Ÿ”’ No Refunds on Deposit: By paying your deposit and receiving your space confirmation, you explicitly acknowledge and accept that the full deposit is non-refundable โ€” regardless of the reason for leaving. There are no exceptions to this policy.
2.3.

Your first month's rent is included in the deposit and is also non-refundable once your space is active.

3. Monthly Rent โ€” Pay by the 5th, Every Month

3.1.

Monthly rent is due by the 5th of every calendar month, without exception. Payment must be made through the WholeMatt platform โ€” all payments are recorded, timestamped, and traceable for your peace of mind.

3.2.

We understand that sometimes things come up. If you're having trouble paying on time, please reach out to us before the 5th โ€” we'll always try to work something out with you rather than go straight to penalties. Communication is key! ๐Ÿค

๐Ÿ“… Reminder: Rent is due by the 5th of each month. Late payments affect your standing on the platform and may result in your space being flagged.
3.3.

One Month Arrears: If rent is not received by the 5th, a formal reminder will be issued. Your account will be flagged and your profile may be suspended from the portal until payment is made.

3.4.

Two Months Arrears โ€” Forfeiture: If rent remains unpaid for a period spanning two consecutive months, you are deemed to have forfeited your spot and your stock. WholeMatt reserves the right to:

โ€ข Declare the space vacated and reallocate it to a new seller immediately.
โ€ข Recover outstanding rent by auctioning your goods โ€” proceeds will first settle all outstanding rent, fees, and any associated costs, with any surplus returned to you.
โ€ข Apply the security deposit toward the outstanding balance.
โ€ข Pursue any remaining balance through appropriate legal or civil channels.

โš ๏ธ Two Months = Forfeiture: Non-payment of rent for two consecutive months is treated as a voluntary forfeiture of your stock and space. Your goods may be auctioned to recover what is owed. We do not take this step lightly โ€” it is always a last resort after attempts to reach you have failed.
3.5.

Want a second chance? We believe in people. If you've defaulted but wish to return, you're welcome to settle all arrears in full, pay a fresh deposit, and apply for reinstatement โ€” subject to space availability. We will always review such requests with fairness.

3.6.

In addition to rent, a commission on sales is charged as agreed at onboarding. This is automatically calculated from your sales and reflected on your monthly invoice.

4. Enforcement of Arrears โ€” Storage, Auction & Forfeiture

We really, really hope it never comes to this. But we believe in being fully transparent about what happens if it does.

4.1.

Upon reaching two months of unpaid rent arrears, WholeMatt will issue a notice via the registered contact details on your account. At this point, WholeMatt may take either or both of the following actions:

(a) Auction: Your goods may be sold to recover the outstanding rent balance. Proceeds will be applied to clear arrears first, then any associated costs and fees, with any surplus returned to you.

(b) Removal to Storage: Your goods may be removed from your spot and placed in WholeMatt storage. Storage fees will accrue from the date of removal.You will be notified of the storage location and the daily/weekly fee applicable.

4.2.

If your goods are placed in storage, you have 30 days from the date of removal to clear all rent arrears and storage fees in full and reclaim your goods. Failure to do so within this period will result in forfeiture.

โš ๏ธ 45-Day Forfeiture Rule: If rent arrears remain unpaid for 45 days from the date they first fell due (or 30 days from removal to storage, whichever comes first), your goods are deemed forfeited. WholeMatt reserves the right to discard or sell the goods with no reimbursement whatsoever. This is final.
4.3.

WholeMatt will keep a full record of all enforcement actions โ€” removals, storage dates, auction proceedings, items sold, and how funds were applied. This record will be made available to the seller upon request before the forfeiture deadline.

๐Ÿ’› Our Promise to You: We will always try to reach you โ€” by phone, email, and notification โ€” before taking any enforcement action. These measures are a last resort. Talk to us early if things get tough โ€” we'd always rather work something out.

5. Leaving โ€” Your Exit Options

We'll be sad to see you go, but we completely understand that circumstances change. Deposit refund options depend on whether you've started selling or not.

5.1.

Before Sales Start (During Launch Period): If your location has not yet begun operations (still within the 60โ€“90 day launch window), you may request a full refund of your deposit minus a 30% administrative deduction. This compensates us for the forfeited opportunity to assign your slot to other applicants and the costs incurred in your onboarding.

5.2.

After Sales Start (Active Seller): Once your location is live and you've begun selling (goods are in your spot and sales have commenced), the deposit is non-refundable. You have two exit options:

Option A โ€” Walk Away (No Final Rent Due)

You may choose not to pay your final month's rent and instead let your deposit cover it. In this case, you simply stop operations, clear your spot, and vacate. No further payment is required and no refund is issued. This is a clean, simple exit with no debt on either side.

Option B โ€” Find a Replacement & Get Full Refund

If you bring a suitable replacement member who takes over your slot, your full deposit will be refunded once the replacement member completes their payment.The replacement must be vetted and approved by WholeMatt before any refund is processed. No refund is issued until the incoming seller's deposit clears and their account is activated.

5.3.

To begin an exit under either option, simply notify us through the WholeMatt platform or by contacting management directly. You must keep your spot operational until your last active day โ€” an abandoned spot with no notice is treated as a default under Section 3.

5.4.

Under Option B, if a replacement is found but later withdraws before paying, no refund is issued until a new replacement completes payment. WholeMatt bears no liability for delays caused by replacement sourcing.

๐Ÿ’ก Option B Tip: The more you help us vet and onboard your replacement, the faster your refund happens. We process refunds within 7 business days of the replacement's deposit clearing.

6. Payments & Invoicing โ€” All on the Platform

6.1.

All payments โ€” deposits, rent, commissions, and shared expenses โ€” must go through the WholeMatt platform. No side payments, no cash handoffs, no external transfers. This protects you just as much as it protects us.

6.2.

Every payment generates a downloadable PDF invoice automatically. These are your official financial records and proof of payment.

6.3.

M-Pesa is the primary payment method. Your payment is confirmed only when the platform shows a successful transaction.

โœ… Your Protection: Since every payment is on the platform, there's always a clear, auditable trail. No "he said, she said" on money matters.

7. Being a Great Seller โ€” What We Expect

7.1.

Your products must be legal, genuine, and safe for sale. We reserve the right to remove any product that violates this without prior notice.

7.2.

Treat our attendants, fellow sellers, and customers with respect. We're a community here, and toxic behaviour โ€” of any kind โ€” will not be tolerated and may result in termination of your tenancy.

7.3.

Keep your spot stocked. An empty spot is a missed sale โ€” for both of us. Consistently bare spots may trigger a review of your space allocation.

7.4.

Pricing changes, product updates, and display name changes must be done through the platform. Display names are subject to approval for brand consistency.

8. Dispute Resolution โ€” We Handle This Ourselves

We believe almost every disagreement can be resolved with honest conversation. Here's our process โ€” and we take it seriously.

8.1.

All disputes must first be raised internally through the WholeMatt platform or by direct contact with management. We strongly believe that open, respectful dialogue can resolve the vast majority of issues without the need for external parties.

8.2.

We commit to acknowledging all formal disputes within 3 business daysand working toward a resolution within 14 business days. If more time is needed, we'll communicate this clearly.

8.3.

Disputes must not be taken to social media, public forums, or third parties before the internal resolution process has been fully exhausted. We ask this in the spirit of fairness โ€” everyone deserves the chance to be heard and to respond properly before a matter becomes public.

๐Ÿค Internal Resolution First: By agreeing to these terms, you commit to raising disputes through our internal process before seeking any external remedy. We will always listen, always respond, and always aim to do what's right.
8.4.

Only if an internal resolution genuinely cannot be reached will the matter be referred to mediation or, as a final resort, the courts of the Republic of Kenya. These Terms are governed by Kenyan law.

8.5. Location Launch Timeline โ€” Patience & Flexibility

We move as fast as we can, but building premium retail spaces takes real time and planning.

8.5.1.

Once you've registered and locked your slot, your location is not immediately operational. Each new WholeMatt location takes approximately 60โ€“90 days to prepare and begin operations.This includes site setup, staff hiring and training, technology deployment, branding, and quality assurance.

8.5.2.

Various factors may make this timeline longer or shorter โ€” supplier delays, regulatory approvals, unforeseen construction issues, or exceptionally fast logistics. We'll communicate openly with you if we anticipate delays beyond this window.

8.5.3.

If a location has not opened within 90 days of your registration, and you wish to exit, you may request a refund of your deposit with a 30% administrative deduction. This reflects the opportunity cost of holding your slot and the administrative overhead of releasing it back to the pool.

8.5.4.

Once the location goes live and you start selling, the deposit is non-refundable (see Section 5 for exit options).

โณ The 90-Day Mark: Plan for 60โ€“90 days from locking your space to your location going live. If we pass 90 days and you haven't started selling yet, you have the option to exit with a 30% deduction. Once sales begin, your deposit is locked.

9. WholeMatt Membership & Slots

Membership and slots are how you participate in the Unified Profit-Sharing system.

9.1.

Membership Fee: To join the WholeMatt network you pay an annual membership fee, which grants access to the Unified Profit-Sharing system. This fee is separate from the lock deposit and is non-refundable once paid, whether or not you lock a slot.

9.2.

Lock Deposit โ€” KSh 10,500: Paying the lock deposit activates your slot in the profit-sharing pool and confirms your participation. It covers your first month's rent, onboarding and branding, and an administrative reserve. It is non-refundable once your slot is active (see Section 5 for exit options).

9.3.

Slots & Capital: You hold one or more slots. You can add more slots with capital contributions (each KSh 20,000 = 1 slot) or via admin grants. Your share of the unified profit pool is based on your slots relative to the total network slots (see Section 0.5). Fractional slots (0.5, 1, 2โ€ฆ) are fully supported.

9.4.

Earnings start when you lock: You begin earning from approved sales the day you lock your slot. Payouts unlock 30 days after your lock date (the month containing your lock date + 30 days); admins may override this start month.

9.5.

Stock is shared: When you join, the stock you bring into the network joins the shared pool โ€” you earn from all sales, not just your own shelf. Members who do not join the Unified system keep their stock but do not share in the unified pool or hold slots.

๐Ÿ’ก No slot, no payout: You must hold at least one slot to participate in the profit pool, and only approved sales count toward the shared profit.
9.6.

Early exit โ€” 30% deduction: If you have locked a slot and wish to exit early, WholeMatt will process a partial refund of your lock deposit with a 30% administrative deduction. Locking a slot reserves your place in the pool; the deduction reflects the lost opportunity and the admin costs of reallocating your slot and onboarding a replacement member.

9.7.

Example: If your lock deposit was KSh 10,500, your refund will be KSh 7,350 (10,500 โˆ’ 30%). The deducted KSh 3,150 is retained as compensation for lost opportunity and administrative overhead.

9.8.

If you exit through Option B (finding a replacement member), there is no deduction โ€” your full deposit is refunded once the replacement's payment clears.

10. Changes to These Terms

10.1.

WholeMatt may update these Terms from time to time to reflect changes in how we operate or as required by law. When we do, we'll notify you through the platform at least 4 days before any changes take effect.

10.2.

Continued use of your spot after the effective date of updated Terms constitutes acceptance of the new Terms.

Ready to Join the WholeMatt Family?

By submitting your application and making payment, you confirm that you are aware of and agree to these Terms. We're genuinely excited to partner with you and watch your business grow. Let's do this! ๐Ÿš€

ยฉ 2026 WholeMatt Portal โ€” Founded by Anthony Koskei Njuguna (Tony Narams). Questions? info@wholematt.com