Terms of Service

1. Who this agreement is between

The agreement is between Hilltop Labs Africa LTD ("we", "us") and the club that subscribes to ClubKey ("the club"). Staff and members use the platform under the club's account and are bound by these terms when they do.

2. Club sovereignty and data roles

Clubs are sovereign. The club is the issuer of each membership record, physical card and digital pass on the platform, and remains responsible for its member relationship and records. We process club-controlled personal data to provide the service on the club's instructions. Reciprocity is an agreement between clubs; it does not create shared ownership of members or give one club unrestricted access to another club's records.

3. Subscriptions, fees and tax

• A one-time onboarding fee is invoiced at the start of the engagement and covers roster import, card issuance and staff training. It is non-refundable once onboarding has begun.
• Subscriptions are billed per club, monthly in advance, in US dollars, and are exclusive of VAT at the prevailing Kenyan rate. Clubhouse-suite subscriptions are tiered by the club's active member count, reviewed annually. Clubs paying twelve months in advance are charged for ten.
• Payment is accepted by M-Pesa (Safaricom Daraja), card and bank transfer. Payment processing is carried out by licensed providers supervised by the Central Bank of Kenya; we do not store full card details.
• Amounts paid by members for dues, visits, dining, retail or lodging belong to the relevant club and are collected or settled through that club's nominated licensed payment provider.ClubKey records charges and payment status but does not hold member funds or operate a pooled reciprocity wallet.
• Overdue accounts may be suspended after written notice.

4. Acceptable use

• Do not share staff credentials, station PINs or member PINs.
• Do not use member data for marketing that the member has not consented to under the Data Protection Act, 2019 (Kenya).
• Do not attempt to clone credentials, tamper with access decisions, or interfere with gate hardware.
• Do not resell or sublicense the platform without our written consent.

5. Club responsibilities

• Keep member, staff, pricing, standing, entitlement and agreement data accurate.
• Give staff only the access needed for their duties and remove access promptly when roles change.
• Obtain required notices, consents and permissions before entering personal data or uploading documents.
• Respond to member and guest data-rights requests and apply a lawful retention schedule.
• Operate gates, tills, devices and physical security procedures safely.

6. Access control and security decisions

The platform supports entry decisions using the data the club maintains, including standing, category, bookings and active reciprocal terms. The club makes the final admission decision and remains responsible for the accuracy of that data and for physical security. Where an authorised offline mode is configured, staff must supervise decisions made while current records cannot be reached.

7. Reciprocal visits

Where a club accepts visiting members from another club, the host club sets the rates, allowances and blackout dates. Verification confirms standing and entitlement at the moment of arrival; it is not a guarantee of admission or payment. The host club collects visitor charges through its own payment arrangements. Network records and statements help clubs reconcile activity but do not themselves move money between clubs.

8. AI-assisted features

An authorised administrator may choose to use AI-assisted tools to suggest structured terms from reciprocal-agreement text. Suggestions can be incomplete or inaccurate, are not legal advice, and do not take effect automatically. Each participating club must review and accept the final terms before activation.

9. Availability and support

We use reasonable care to keep the service available and may perform maintenance, updates or urgent security work. Unless a signed order form states a service level, availability targets are operational goals rather than guarantees. Support arrangements and escalation contacts are set out during onboarding.

10. Security and incidents

We maintain access controls, club-level data boundaries, protected credentials, private file storage and accountability records appropriate to the service. The club must safeguard its accounts, PINs and devices and notify us promptly of suspected compromise. Each party will cooperate on legally required incident assessment and notices.

11. Data on exit

During an active subscription, authorised staff can request or create exports of supported club records. After termination, we will follow the agreed exit process and the club's lawful instructions, subject to technical feasibility, backups, legal holds and records we must retain for seven (7) years, as expected for tax and accounting records. Export format, timing and any migration assistance may be specified in the order form.

12. Intellectual property and feedback

The club retains its rights in its data, names, marks and uploaded material. We retain rights in the platform, documentation and underlying technology. The club gives us the limited rights needed to host and process its material to provide the service. Feedback may be used to improve the service without identifying the person who supplied it.

13. Suspension and termination

Either party may terminate as set out in its order form. We may suspend affected access where reasonably necessary for overdue fees, unlawful use, a material security risk or a material breach, using notice where circumstances permit. Suspension does not transfer ownership of club data or member relationships.

14. Liability

Nothing in these terms limits liability that cannot be limited by law, including under the Consumer Protection Act, 2012. Otherwise our aggregate liability is limited to the subscription fees paid in the twelve months before the claim, and we are not liable for indirect or consequential loss.

15. Changes and governing law

We will give at least 30 days' notice of material changes to these terms. This agreement is governed by the laws of Kenya, with the courts of Nairobi having jurisdiction. A signed order form or data-processing agreement takes priority where it expressly conflicts with these general terms.