General
Terms and Conditions of Use of the Marketplace for Buyers and Sellers
1. Introduction
1.1.
“Kanemtrade” is the trading name for the Kanemtrade companies listed at
Appendix 1. Each Kanemtrade company (“Kanemtrade” or “we”) operates an
e-commerce platform consisting of a website and mobile application
(“marketplace”) together with supporting IT logistics and payment
infrastructure for the sale and purchase of consumer products and services
(“products”) in its allocated territory as defined at Appendix 1 (“territory”).
1.2. These general terms and conditions shall apply to buyers and sellers on
the marketplace and shall govern your use of the marketplace and related
services.
1.3. By using our marketplace you accept these general terms and conditions in
full. If you disagree with these general terms and conditions or any part of
these general terms and conditions you must not use our marketplace.
1.4. If you use our marketplace in the course of a business or other
organizational project then by so doing you:
o
1.4.1. Confirm that you have obtained
the necessary authority to agree to these general terms and conditions;
o
1.4.2. bind both yourself and the person
company or other legal entity that operates that business or organizational
project to these general terms and conditions; and
o
1.4.3. agree that you in these general
terms and conditions shall reference both the individual user and the relevant
person company or legal entity unless the context requires otherwise.
2. Registration and
account
2.1.
You may not register with our marketplace if you are under 18 years of age (by
using our marketplace or agreeing to these general terms and conditions you
warrant and represent to us that you are at least 18 years of age).
2.2. If you register for an account with our marketplace you will be asked to
provide an email address/user ID and password and you agree to:
o
2.2.1. keep your password confidential;
o
2.2.2. Notify us in writing immediately
(using our contact details provided at section 26) if you become aware of any
disclosure of your password; and
o
2.2.3. be responsible for any activity
on our marketplace arising out of any failure to keep your password
confidential and that you may be held liable for any losses arising out of such
a failure.
o
2.2.4. Your account shall be used
exclusively by you and you shall not transfer your account to any third party.
If you authorize any third party to manage your account on your behalf this
shall be at your own risk.
o
2.2.5. We may suspend or cancel your
account and/or edit your account details at any time in our sole discretion and
without notice or explanation providing that if we cancel any products or
services you have paid for but not received and you have not breached these
general terms and conditions we will refund you in respect of the same.
o
You may cancel your account on our
marketplace by contacting us
3. Terms and
conditions of sale
3.1.
You acknowledge and agree that:
o
3.1.1. the marketplace provides an
online location for sellers to sell and buyers to purchase products;
o
3.1.2. we shall accept binding sales on
behalf of sellers but (unless Kanemtrade is indicated as the seller) Kanemtrade
is not a party to the transaction between the seller and the buyer; and
o
3.1.3. a contract for the sale and
purchase of a product or products will come into force between the buyer and
seller and accordingly you commit to buying or selling the relevant product or
products upon the buyer’s confirmation of purchase via the marketplace.
3.2. Subject to these general terms and conditions the seller’s terms of
business shall govern the contract for sale and purchase between the buyer and
the seller. Notwithstanding this the following provisions will be incorporated
into the contract of sale and purchase between the buyer and the seller:
o
3.2.1. the price for a product will be
as stated in the relevant product listing;
o
3.2.2. the price for the product must
include all taxes and comply with applicable laws in force from time to time;
o
3.2.3. delivery charges packaging
charges handling charges administrative charges insurance costs other ancillary
costs and charges where applicable will only be payable by the buyer if this is
expressly and clearly stated in the product listing; and delivery of digital
products may be made electronically;
o
3.2.4. products must be of satisfactory
quality fit and safe for any purpose specified in and conform in all material
respects to the product listing and any other description of the products
supplied or made available by the seller to the buyer; and
o
3.2.5. in respect of physical products
sold the seller warrants that the seller has good title to and is the sole
legal and beneficial owner of the products and/or has the right to supply the
products pursuant to this agreement and that the products are not subject to
any third party rights or restrictions including in respect of third party
intellectual property rights and/or any criminal insolvency or tax
investigation or proceedings; and in respect of digital products the seller
warrants that the seller has the right to supply the digital products to the
buyer.
4. Returns and refunds
4.1.
Returns of products by buyers and acceptance of returned products by sellers
shall be managed by us in accordance with the returns page on the marketplace
as may be amended from time to time. Acceptance of returns shall be in our
discretion subject to compliance with applicable laws of the territory.
4.2. Refunds in respect of returned products shall be managed in accordance
with the refunds page on the marketplace as may be amended from time to time.
Our rules on refunds shall be exercised in our discretion subject to applicable
laws of the territory. We may offer refunds in our discretion:
o
4.2.1. in respect of the product price;
o
4.2.2. local and/or international
shipping fees (as stated on the refunds page); and
o
by way of store credits vouchers mobile
money transfer bank transfers or such other methods as we may determine from
time to time.
4.3. Returned products shall be accepted and refunds issued by Kanemtrade
acting for and on behalf of the seller. Notwithstanding paragraphs 4.1 and 4.2
above in respect of digital products or services and fresh food Kanemtrade
shall issue refunds in respect of failures in delivery only. Refunds of payment
for such products for any other reasons shall be subject to the seller’s terms
and conditions of sale.
4.4. Changes to our returns page or refunds page shall be effective in respect
of all purchases made from the date of publication of the change on our
website.
5. Payments
5.1.
You must make payments due under these general terms and conditions in
accordance with the Payments Information and Guidelines on the marketplace.
6. Store Credit
6.1.
Store Credits may be earned and managed in accordance with the Kanemtrade Store
Credit Terms and Conditions as may be amended from time to time. Kanemtrade
reserves the right to cancel or withdraw Kanemtrade store credit rewards for
any reason in its discretion including if we suspect fraud or foul play. You
can view Reward Store Credit terms and conditions on our website
7. Promotions
7.1.
Promotions and competitions run by Kanemtrade and/or other promoters shall be
managed in accordance with the Promotions Terms and Conditions. You can view
each Promotion's terms and conditions on our website
8. Rules about your
content
8.1.
In these general terms and conditions your content means:
o
8.1.1. all works and materials
(including without limitation text graphics images audio material video
material audio-visual material scripts software and files) that you submit to
us or our marketplace for storage or publication processing by or onward
transmission; and
o
8.1.2. all communications on the
marketplace including product reviews feedback and comments.
8.2. Your content and the use of your content by us in accordance with these
general terms and conditions must be accurate complete and truthful.
8.3. Your content must be appropriate civil and tasteful and accord with
generally accepted standards of etiquette and behaviour on the internet and
must not:
o
8.3.1. be offensive obscene indecent
pornographic lewd suggestive or sexually explicit;
o
8.3.2. depict violence in an explicit
graphic or gratuitous manner; or
o
8.3.3. be blasphemous in breach of
racial or religious hatred or discrimination legislation;
o
8.3.4. be deceptive fraudulent
threatening abusive harassing anti-social menacing hateful discriminatory or
inflammatory;
o
8.3.5. cause annoyance inconvenience or
needless anxiety to any person; or
o
8.3.6. constitute spam.
8.4. Your content must not be illegal or unlawful infringe any person's legal
rights or be capable of giving rise to legal action against any person (in each
case in any jurisdiction and under any applicable law). Your content must not
infringe or breach:
o
8.4.1. any copyright moral right
database right trademark right design right right in passing off or other
intellectual property right;
o
8.4.2. any right of confidence right of
privacy or right under data protection legislation;
o
8.4.3. any contractual obligation owed
to any person; or
o
any court order.
8.5. You must not use our marketplace to link to any website or web page
consisting of or containing material that would were it posted on our
marketplace breach the provisions of these general terms and conditions.
8.6. You must not submit to our marketplace any material that is or has ever
been the subject of any threatened or actual legal proceedings or other similar
complaint.
8.7. The review function on the marketplace may be used to facilitate buyer
reviews on products. You shall not use the review function or any other form of
communication to provide inaccurate inauthentic or fake reviews.
8.8. You must not interfere with a transaction by
o
8.8.1. contacting another user to buy or
sell an item listed on the marketplace outside of the marketplace; or
o
8.8.2. communicating with a user
involved in an active or completed transaction to warn them away from a
particular buyer seller or item; or
o
8.8.3. contacting another user with the
intent to collect any payments.
8.9. You acknowledge that all users of the marketplace are solely responsible
for interactions with other users and you shall exercise caution and good
judgment in your communication with users. You shall not send them personal
information including credit card details.
8.10. We may periodically review your content and we reserve the right to
remove any content at our discretion for any reason whatsoever.
8.11. If you learn of any unlawful material or activity on our marketplace or any
material or activity that breaches these general terms and conditions you may
inform us by contacting us as provided at section
9. Our rights to use
your content
9.1
- You grant to us a worldwide irrevocable non-exclusive royalty-free license to
use reproduce store adapt publish translate and distribute your content on our
marketplace and across our marketing channels and any existing or future media.
9.2 - You grant to us the right to sub-license the rights licensed under
section 9.1
9.3 - You grant to us the right to bring an action for infringement of the
rights licensed under section 9.1
9.4 - You hereby waive all your moral rights in your content to the maximum
extent permitted by applicable law; and you warrant and represent that all
other moral rights in your content have been waived to the maximum extent
permitted by applicable law.
9.5 - Without prejudice to our other rights under these general terms and
conditions if you breach our rules on content in any way or if we reasonably
suspect that you have breached our rules on content we may delete unpublish or
edit any or all of your content.
10. Use of website and
mobile applications
10.1.
In this section 10 words “marketplace” and website” shall be used
interchangeably to refer to Kanemtrade’s websites and mobile applications.
10.2. You may:
o
10.2.1. view pages from our website in a
web browser;
o
10.2.2. download pages from our website
for caching in a web browser;
o
10.2.3. print pages from our website for
your own personal and non-commercial use providing that such printing is not
systematic or excessive;
o
10.2.4. stream audio and video files
from our website using the media player on our website; and
o
10.2.5. use our marketplace services by
means of a web browser subject to the other provisions of these general terms
and conditions.
10.3. Except as expressly permitted by section 10.2 or the other provisions of
these general terms and conditions you must not download any material from our
website or save any such material to your computer.
10.4. You may only use our website for your own personal and business purposes
in respect of selling or purchasing products on the marketplace.
10.5. Except as expressly permitted by these general terms and conditions you
must not edit or otherwise modify any material on our website.
10.6. Unless you own or control the relevant rights in the material you must
not:
o
10.6.1 republish material from our
website (including republication on another website);
o
10.6.2. sell rent or sub-license
material from our website;
o
10.6.3. show any material from our
website in public;
o
10.6.4. exploit material from our
website for a commercial purpose; or
o
10.6.5. redistribute material from our
website.
10.7. Notwithstanding section 10.6 you may forward links to products on our
website and redistribute our newsletter and promotional materials in print and
electronic form to any person.
10.8. We reserve the right to suspend or restrict access to our website to
areas of our website and/or to functionality upon our website. We may for
example suspend access to the website during server maintenance or when we
update the website. You must not circumvent or bypass or attempt to circumvent
or bypass any access restriction measures on the website.
10.9. You must not:
o
10.9.1. use our website in any way or
take any action that causes or may cause damage to the website or impairment of
the performance availability accessibility integrity or security of the
website;
o
10.9.2. use our website in any way that
is unethical unlawful illegal fraudulent or harmful or in connection with any
unlawful illegal fraudulent or harmful purpose or activity;
o
10.9.3. hack or otherwise tamper with
our website;
o
10.9.4. probe scan or test the
vulnerability of our website without our permission;
o
10.9.5. circumvent any authentication or
security systems or processes on or relating to our website;
o
10.9.6. use our website to copy store
host transmit send use publish or distribute any material which consists of (or
is linked to) any spyware computer virus Trojan horse worm keystroke logger
rootkit or other malicious computer software;
o
10.9.7. impose an unreasonably large
load on our website resources (including bandwidth storage capacity and processing
capacity);
o
10.9.8. decrypt or decipher any
communications sent by or to our website without our permission;
o
10.9.9. conduct any systematic or
automated data collection activities (including without limitation scraping
data mining data extraction and data harvesting) on or in relation to our
website without our express written consent;
o
10.9.10. access or otherwise interact
with our website using any robot spider or other automated means except for the
purpose of search engine indexing;
o
10.9.11. use our website except by means
of our public interfaces;
o
10.9.12. violate the directives set out
in the robots.txt file for our website;
o
10.9.13. use data collected from our
website for any direct marketing activity (including without limitation email
marketing SMS marketing telemarketing and direct mailing); or
o
10.9.14. do anything that interferes
with the normal use of our website.
11. Copyright and
trademarks
11.1.
Subject to the express provisions of these general terms and conditions:
o
11.1.1. we together with our licensors
own and control all the copyright and other intellectual property rights in our
website and the material on our website; and
o
11.1.2. all the copyright and other
intellectual property rights in our website and the material on our website are
reserved.
11.2. Kanemtrade’s logos and our other registered and unregistered trademarks
are trademarks belonging to us; we give no permission for the use of these
trademarks and such use may constitute an infringement of our rights.
11.3. The third party registered and unregistered trademarks or service marks
on our website are the property of their respective owners and we do not
endorse and are not affiliated with any of the holders of any such rights and
as such we cannot grant any license to exercise such rights.
12. Data privacy
12.1.
Buyers agree to processing of their personal data in accordance with the terms
of Kanemtrade’s Privacy and Cookie Notice.
12.2. Kanemtrade shall process all personal data obtained through the
marketplace and related services in accordance with the terms of our Privacy
and Cookie Notice and Privacy Policy.
12.3. Sellers shall be directly responsible to buyers for any misuse of their
personal data and Kanemtrade shall bear no liability to buyers in respect of
any misuse by sellers of their personal data.
13. Due diligence and
audit rights
13.1.
We operate an anti-fraud and anti-money laundering compliance program and
reserve the right to perform due diligence checks on all users of the
marketplace.
13.2. You agree to provide to us all such information documentation and access
to your business premises as we may require:
o
13.2.1. in order to verify your
adherence to and performance of your obligations under these terms and
conditions;
o
13.2.2. for the purpose of disclosures
pursuant to a valid order by a court or other governmental body; or
o
13.2.3. as otherwise required by law or
applicable regulation.
14. Kanemtrade’s role
as a marketplace
14.1.
You acknowledge that:
o
14.1.1. Kanemtrade facilitates a
marketplace for buyers and third party sellers or Kanemtrade where Kanemtrade
is the seller of a product;
o
14.1.2. the relevant seller of the
product (whether Kanemtrade is the seller or whether it is a third party
seller) shall at all times remain exclusively liable for the products they sell
on the marketplace; and
o 14.1.3.
in the event that there is an issue arising from the purchase of a product on
the marketplace the buyer should seek recourse from the relevant seller of the
product by following the process set out in KANEMTRADE'S
DISPUTE RESOLUTION POLICY
14.2. We commit to ensure that Kanemtrade or third party sellers as applicable
submit information relating to their products on the marketplace that is
complete accurate and up to date and pursuant thereto:
o
14.2.1. the relevant seller warrants and
represents the completeness and accuracy of their information published on our
marketplace relating to their products;
o
14.2.2. the relevant seller warrants and
represents that the material on the marketplace is up to date; and
o
14.2.3. if a buyer has a complaint
relating to the accuracy or completeness of the product information received
from a seller (including where Kanemtrade is the seller) the buyer can seek
recourse from the relevant seller by following the process set out in the Kanemtrade
Dispute Resolution Policy.
14.3. We do not warrant or represent that the marketplace will operate without
fault; or that the marketplace or any service on the marketplace will remain
available during the occurrence of events beyond Kanemtrade’s control (force
majeure events) which include but are not limited to; flood drought earthquake
or other natural disasters; hacking viruses malware or other malicious software
attacks on the marketplace; terrorist attacks civil war civil commotion or
riots; war threat of or preparation for war; epidemics or pandemics; or
extra-constitutional events or circumstances which materially and adversely
affect the political or macro-economic stability of the territory as a whole.
14.4. We reserve the right to discontinue or alter any or all of our
marketplace services and to stop publishing our marketplace at any time in our
sole discretion without notice or explanation; and you will not be entitled to
any compensation or other payment upon the discontinuance or alteration of any
marketplace services or if we stop publishing the marketplace. This is without
prejudice to your rights in respect of any unfulfilled orders or other existing
liabilities of Kanemtrade.
14.5. If we discontinue or alter any or all of our marketplace in circumstances
not relating to force majeure we will provide prior notice to the buyers and
sellers of not less than fifteen (15) days with clear guidance on the way
forward for the pending transactions or other existing liabilities of Kanemtrade.
14.6. We do not guarantee any commercial results concerning the use of the
marketplace.
To the maximum extent permitted by applicable law and subject to section 15.1
below we exclude all representations and warranties relating to the subject
matter of these general terms and conditions our marketplace and the use of our
marketplace.
15. Limitations and
exclusions of liability
15.1.
Nothing in these general terms and conditions will:
o
15.1.1. limit any liabilities in any way
that is not permitted under applicable law; or
o
15.1.2. exclude any liabilities or
statutory rights that may not be excluded under applicable law.
15.2. The limitations and exclusions of liability set out in this section 15
and elsewhere in these general terms and conditions:
o
15.2.1. are subject to section 15.1; and
o
15.2.2. govern all liabilities arising
under these general terms and conditions or relating to the subject matter of
these general terms and conditions including liabilities arising in contract in
tort (including negligence) and for breach of statutory duty except to the
extent expressly provided otherwise in these general terms and conditions.
15.3. In respect of the services offered to you free of charge we will not be
liable to you for any loss or damage of any nature whatsoever.
15.4. Our aggregate liability to you in respect of any contract to provide
services to you under these general terms and conditions shall not exceed the
total amount paid and payable to us under the contract. Each separate
transaction on the marketplace shall constitute a separate contract for the
purpose of this section 15.
15.5. Notwithstanding section 15.4 above we will not be liable to you for any
loss or damage of any nature including in respect of:
o
15.5.1. any losses occasioned by any
interruption or dysfunction to the website;
o
15.5.2. any losses arising out of any
event or events beyond our reasonable control;
o
15.5.3. any business losses including
(without limitation) loss of or damage to profits income revenue use production
anticipated savings business contracts commercial opportunities or goodwill;
o
15.5.4. any loss or corruption of any
data database or software; or
o
15.5.5. any special indirect or
consequential loss or damage.
15.6. We accept that we have an interest in limiting the personal liability of
our officers and employees and having regard to that interest you acknowledge
that we are a limited liability entity; you agree that you will not bring any
claim personally against our officers or employees in respect of any losses you
suffer in connection with the marketplace or these general terms and conditions
(this will not limit or exclude the liability of the limited liability entity
itself for the acts and omissions of our officers and employees).
15.7. Our marketplace includes hyperlinks to other websites owned and operated
by third parties; such hyperlinks are not recommendations. We have no control
over third party websites and their contents and we accept no responsibility
for them or for any loss or damage that may arise from your use of them.
16. Indemnification
16.1.
You hereby indemnify us and undertake to keep us indemnified against:
o
16.1.1. any and all losses damages costs
liabilities and expenses (including without limitation legal expenses and any
amounts paid by us to any third party in settlement of a claim or dispute)
incurred or suffered by us and arising directly or indirectly out of your use
of our marketplace or any breach by you of any provision of these general terms
and conditions or the Kanemtrade codes policies or guidelines; and
o
16.1.2. any VAT liability or other tax
liability that we may incur in relation to any sale supply or purchase made
through our marketplace where that liability arises out of your failure to pay
withhold declare or register to pay any VAT or other tax properly due in any
jurisdiction.
17. Breaches of these
general terms and conditions
17.1.
If we permit the registration of an account on our marketplace it will remain open
indefinitely subject to these general terms and conditions.
17.2. If you breach these general terms and conditions or if we reasonably
suspect that you have breached these general terms and conditions or any Kanemtrade
codes policies or guidelines in any way we may:
o
17.2.1. temporarily suspend your access
to our marketplace;
o
17.2.2. permanently prohibit you from
accessing our marketplace;
o
17.2.3. block computers using your IP
address from accessing our marketplace;
o
17.2.4. contact any or all of your
internet service providers and request that they block your access to our
marketplace;
o
17.2.5. suspend or delete your account
on our marketplace; and/or
o
17.2.6. commence legal action against
you whether for breach of contract or otherwise.
17.3. Where we suspend prohibit or block your access to our marketplace or a
part of our marketplace you must not take any action to circumvent such
suspension or prohibition or blocking (including without limitation creating
and/or using a different account).
18. Entire agreement
18.1.
These general terms and conditions and the Kanemtrade codes policies and
guidelines (and in respect of sellers the seller terms and conditions) shall
constitute the entire agreement between you and us in relation to your use of
our marketplace and shall supersede all previous agreements between you and us
in relation to your use of our marketplace.
19. Hierarchy
19.1.
Should these general terms and conditions the seller terms and conditions and
the Kanemtrade codes policies and guidelines be in conflict these terms and
conditions the seller terms and conditions and the Kanemtrade codes policies
and guidelines shall prevail in the order here stated.
20. Variation
20.1.
We may revise these general terms and conditions the seller terms and
conditions and the Kanemtrade codes policies and guidelines from time to time.
20.2. The revised general terms and conditions shall apply from the date of
publication on the marketplace.
21. No waiver
21.1.
No waiver of any breach of any provision of these general terms and conditions
shall be construed as a further or continuing waiver of any other breach of
that provision or any breach of any other provision of these general terms and
conditions.
22. Severability
22.1.
If a provision of these general terms and conditions is determined by any court
or other competent authority to be unlawful and/or unenforceable the other
provisions will continue in effect.
22.2. If any unlawful and/or unenforceable provision of these general terms and
conditions would be lawful or enforceable if part of it were deleted that part
will be deemed to be deleted and the rest of the provision will continue in
effect.
23. Assignment
23.1.
You hereby agree that we may assign transfer sub-contract or otherwise deal
with our rights and/or obligations under these general terms and conditions.
23.2. You may not without our prior written consent assign transfer
sub-contract or otherwise deal with any of your rights and/or obligations under
these general terms and conditions.
24. Third party rights
24.1.
A contract under these general terms and conditions is for our benefit and your
benefit and is not intended to benefit or be enforceable by any third party.
24.2. The exercise of the parties' rights under a contract under these general
terms and conditions is not subject to the consent of any third party.
25. Law and
jurisdiction
25.1.
These general terms and conditions shall be governed by and construed in
accordance with the laws of the territory.
25.2. Any disputes relating to these general terms and conditions shall be
subject to the exclusive jurisdiction of the courts of the territory.
26. Our company
details and notices
26.1.
You can contact us by using the contact details listed in Appendix 1.
26.2. You may contact our sellers for after-sales queries including any
disputes by requesting their contact details from the Kanemtrade in accordance
with the DISPUTE RESOLUTION
POLICY pursuant to which Kanemtrade shall be obliged to
ensure that the seller is clearly identifiable.
26.3. You consent to receive notices electronically from us. We may provide all
communications and information related to your use of the marketplace in
electronic format either by posting to our website or application or by email
to the email address on your account. All such communications will be deemed to
be notices in writing and received by and properly given to you.