1.1 UVUMBUZI SYSTEMS INTERNATIONAL Limited/Sarl (“USI” or “we” or “our”) operates an e-commerce platform consisting of a website (hereinafter referred to as the “Marketplace”), as well as a logistics and payment services infrastructure, for the sale and purchase of various consumer products.

1.2 These Terms and Conditions apply to buyers and sellers on the Marketplace and govern their use of the Marketplace and all associated services.

1.3 By using our Marketplace, you accept these General Terms and Conditions in full. If you do not agree with these terms and conditions or any part of them, then you should not use our Marketplace.

1.4. If you use our Marketplace in connection with a business or other commercial venture, you:

1.4.1. confirm that you have obtained the necessary permission to accept these general terms and conditions;

1.4.2. you and the person, company or other legal entity carrying on that business or other commercial venture agree to abide by these terms and conditions; and

1.4.3. agree that the term “you” as used in these terms and conditions refers to both the individual user and the person, company or legal entity concerned, unless the context indicates otherwise.

2.1. You may not register in our Marketplace if you are under 18 years of age (by using our Marketplace or by accepting these Terms and Conditions, you warrant and represent to us that you are at least 18 years of age).

2.2. You can register for an account in our Marketplace by completing the following form

and submitting the registration form available on our Marketplace.

2.3. You represent and warrant that all information provided in the registration form is complete and accurate.

2.4. If you register for the creation of an account in our Marketplace, you will be asked to provide an email address / ID (username) and password, and you agree to:

2.4.1. keep your password confidential;

2.4.2. inform us immediately in writing (using our contact details provided in section 23 below), if you become aware of any disclosure of your password; and

2.4.3. be responsible for any activity on our Marketplace resulting from a breach of confidentiality of your password, and that you may be liable for any loss resulting from such breach.

2.5. Your account is to be used exclusively by you and you must not transfer your account to a third party under any circumstances. If you authorise a third party to manage your account on your behalf, this will be at your own risk.

2.6. We may suspend or cancel Your Account, and/or change the details of Your Account, at any time, at our sole discretion and without notice or explanation, provided that if we cancel products or services that you have already paid for but have not yet received, and provided that you have not breached these terms and conditions, we will refund the amount paid by you.

2.7. You may, at any time, unsubscribe and delete your account on our Marketplace by contacting us at the contact details set out in section 23 below.

3.1. You acknowledge and agree that:

3.1.1. our Marketplace provides an online meeting place and transaction facilitation for sellers to list and sell their products in our Marketplace, and for buyers to purchase products offered by sellers;

3.1.2. we accept and endeavour to facilitate transactions and the completion of sales in our Marketplace on behalf of the sellers, however, UVUMBUZI SYSTEMS INTERNATIONAL is not a party to the transaction between the seller and the buyer. Accordingly, a contract of sale is formed solely between the buyer and the seller and UVUMBUZI SYSTEMS INTERNATIONAL assumes no liability arising out of that contract of sale; and

3.1.3. a contract for the sale and purchase of one or more products will come into force between the buyer and the seller, and consequently you undertake to buy or sell the product(s) concerned as soon as the buyer confirms the purchase via our Marketplace.

3.2. Subject to these terms and conditions, the seller’s terms and conditions of business shall govern the contract of sale and purchase between the buyer and the seller. Notwithstanding the foregoing, the following provisions shall be incorporated into the contract of sale and purchase between the buyer and the seller:

3.2.1. the price of any product shall be as indicated in the list and description of the product concerned;

3.2.2. the price of any Product shall include all taxes and comply with the applicable laws in force in the Territory;

3.2.3. delivery charges, packaging costs, handling charges, administrative charges, insurance costs, other costs and ancillary charges shall only be borne by the Buyer if expressly and clearly indicated in the list and description of the Products concerned;

3.2.4. the products concerned shall be of good quality, suitable and safe for any use specified in the product description and shall conform in all material respects to any other description of the products supplied or made available to the buyer by the seller; and

3.2.5. the Seller warrants that it holds title to and is the sole legal and beneficial owner of the Products it sells and such Products are not subject to any third party rights or restrictions or prohibitions, including in respect of intellectual property rights and/or any criminal, insolvency or tax investigations or proceedings.

4.1. Product returns by buyers and acceptance of returned products by sellers will be handled by us in accordance with the terms set out on the “Returns and Refunds” page available on our Marketplace, which may be amended from time to time.

4.2. Refunds in respect of returned products will be dealt with in accordance with the conditions set out on the “Refunds Page” available on our Marketplace, which may be amended from time to time. Our refund rules will be exercised at our discretion, subject to compliance with the laws applicable in the Territory.

4.3. Changes to our “Returns and Refunds” page available on our Marketplace will be effective and apply to all purchases made from the date of publication of such change on our website.

5.1. Payments are made using the payment methods available on our Marketplace.

6.1. In these terms and conditions, “your content” means:

6.1.1. all material, works and materials (including, without limitation, text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) which you submit to us or our Marketplace for storage or publication, further processing or transmission; and

6.1.2. all communications on our Marketplace, including product notices, remarks and comments.

6.2. Your content and our use of your content in accordance with these terms and conditions must be accurate, complete and authentic.

6.3. Your Content must be appropriate, civil and in good taste, and comply with generally accepted standards of ethics and behaviour on the Internet:

6.3.1. be offensive, obscene, indecent, pornographic, suggestive or sexually explicit;

6.3.2. depict violence in an explicit, graphic or gratuitous manner; or

6.3.3. be blasphemous, in violation of legislation on racial or religious hatred or discrimination;

6.3.4. be misleading, fraudulent, threatening, abusive, harassing, anti-social, hateful, discriminatory or inflammatory;

6.3.5. cause annoyance, inconvenience or needless anxiety to any person; or

6.3.6. constitutes spam.

6.4. Your content must not be illegal or unlawful, infringe the legal rights of any person or be liable to give rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or violate:

6.4.1. any copyright, moral rights, database right, trademark right, design right, right of substitution or any other intellectual property right;

6.4.2. any right of confidentiality, privacy or right under data protection legislation;

6.4.3. any contractual obligation owed to any person; or

6.4.4. any court order and judicial decision.

6.5. You must not use our Marketplace to create a link to a website or web page that consists of or contains any item or content that, if posted on our Marketplace, would violate the provisions of these terms and conditions.

6.6. You must not submit to our Marketplace any material or content that is or has been the subject of threats or actual legal proceedings or any other similar complaint.

6.7. The feature that allows users in our Marketplace to provide feedback and comments can be used to facilitate buyers’ evaluations of products. You must not use this feature or any other form of communication to provide inaccurate, inauthentic or false reviews and/or feedback.

6.8. You must not interfere with a transaction by: (i) contacting another user to buy or sell an item listed on our Marketplace outside our Marketplace; or (ii) contacting a user involved in an active or completed transaction to warn them to avoid a particular buyer, seller or item; or (iii) contacting another user with the intention of collecting payments.

6.9. You acknowledge that all users of our Marketplace are solely responsible for their interactions with other users and you must exercise caution and good judgment in your communication with users. You must not send them personal information, including credit card details and any means of payment.

6.10. We may periodically review your Content and reserve the right to remove any Content at our discretion for any reason.

6.11. If you become aware of any illegal and unlawful material, content or activity on our Marketplace, or any material, content or activity that contravenes these terms and conditions, you may notify us by contacting us at the contact details set out in section 23 below.

7.1. You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your Content through our marketing and sales channels and any other existing or future media.

7.2. You grant us the right to sublicense the rights granted under Article 7.1.

7.3. You grant us the right to bring an action for infringement of the rights granted under Section 7.1.

7.4. You hereby waive all of 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.

7.5. Without prejudice to our other rights under these Terms and Conditions, if you violate our Content Rules in any way, or if we reasonably suspect that you have violated our Content Rules, we may delete, cancel publication or modify all or part of Your Content.

8.1. In this section 8, the words “Marketplace” and “website” shall be used interchangeably to refer to the UVUMBUZI SYSTEMS INTERNATIONAL website.

8.2. You may:

8.2.1. display the pages of our website in a web browser;

8.2.2. download pages from our website for caching in a web browser;

8.2.3. print pages from our Website for your personal, non-commercial use, provided that such printing is not systematic or excessive;

8.2.4. use our Marketplace services using a web browser, subject to compliance with the other provisions of these terms and conditions.

8.3. Except as expressly permitted by section 8.2 or the other provisions of these terms and conditions, you must not download any material from our website or store any such material on your computer.

8.4. You may only use our Website for personal and business use to sell or buy products in our Marketplace.

8.5. Except as expressly permitted by these terms and conditions, you may not edit or modify in any way any material or content on our website.

8.6. Unless you own or control real and relevant rights in such material or content, you must not:

8.6.1. republish the content or material on our website (including republication on another website);

8.6.2. sell, rent or sublicense any content or material on our website;

8.6.3. display any material or content on our Website in public;

8.6.4. exploit any material or content on our website for commercial purposes; or

8.6.5. redistribute material or content from our website.

8.7. Notwithstanding section 8.6, you may provide links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

8.8. We reserve the right to suspend or restrict access to our website, parts of our website and/or the functionality of 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 attempt to circumvent, any access restriction on the Website.

8.9. You must not:

8.9.1. use our Website in any way or take any action which causes or may cause damage to the Website or impairment of the Website’s performance, availability, accessibility, integrity or security;

8.9.2. use our Website in an unethical, illegal, unlawful, fraudulent or harmful manner, or in connection with any illegal, unlawful, fraudulent or harmful purpose or activity;

8.9.3. hack or otherwise tamper with our Website;

8.9.4. probe, scan or test the vulnerability of our website without our permission;

8.9.5. circumvent any authentication or security system or process on or in connection with our website;

8.9.6. use our website to copy, store, host, transmit, send, use, publish or distribute any material or content consisting of (or related to) any spyware, computer virus, Trojan horse, worm, keylogger, rootkit or other malicious computer software;

8.9.7 impose an unreasonably high load on our website resources (including bandwidth, storage and processing capacity);

8.9.8. decrypting or decrypting any communication sent to or from our website without our permission;

8.9.9. engage in systematic or automated data collection activities (including, without limitation, data scraping, data mining, data extraction and data collection) on or in connection with our Website without our express written consent;

8.9.10. accessing or otherwise interacting with our website using any robot, spider or other automated means, except for the purposes of search engine indexing;

8.9.11. use our website except through our public interfaces;

8.9.12. use the data collected on our website for any direct marketing activity (including, without limitation, email marketing, SMS marketing, telemarketing and direct mail); or

8.9.13. do anything that interferes with the normal use of our website.

9.1. Subject to the express provisions of these general terms and conditions:

9.1.1. we, together with our licensors, own and control all copyright and other intellectual property rights in our Website and the materials and any content on our Website; and

9.1.2. All copyright and other intellectual property rights in our website and the material and content on our website are reserved.

9.2. The UVUMBUZI SYSTEMS INTERNATIONAL logos and our other registered and unregistered trademarks are our trademarks; we do not grant any authorization for the use of these trademarks, and such use may constitute an infringement of our rights.

9.3. The trademarks or service marks registered and unregistered by third parties on our website are the property of their respective owners and we do not endorse or are affiliated with any of the owners of such rights and, as such, we cannot grant any license to exercise such rights.

10.1. Buyers agree to the processing of their personal data in accordance with the terms of the UVUMBUZI SYSTEMS INTERNATIONAL Privacy and Data Protection Policy and the UVUMBUZI SYSTEMS INTERNATIONAL Cookie Notification, which can be accessed on our Marketplace.

10.2. UVUMBUZI SYSTEMS INTERNATIONAL will process all personal data obtained via the Marketplace and associated services in accordance with the terms of our Privacy and Data Protection Policy and the Cookie Notification.

10.3. Sellers are directly responsible to buyers for any misuse of their personal data and UVUMBUZI SYSTEMS INTERNATIONAL assumes no responsibility to buyers for any misuse of their personal data by sellers.

11.1. As part of the fight against money laundering, we reserve the right to carry out due diligence checks on all users of our Marketplace.

11.2. You undertake to provide us with all information, documents and access to your business premises that we may require:

11.2.1. to verify your membership and the performance of your obligations under this Agreement;

11.2.2. for the purpose of disclosure, pursuant to a valid order of a court or other government agency; or

11.2.3. to the extent required by applicable law or regulation.

12.1. You acknowledge that:

12.1.1. we do not confirm the identity of all users of our Marketplace, we do not check their creditworthiness or good faith, and in any case we do not check them;

12.1.2. we do not verify, audit or control all the information contained in the lists and descriptions of the products sold on our Marketplace ;

12.1.3. we are not a party to any contract for the sale or purchase of products listed on the Marketplace, as our role is to facilitate transactions between buyers and sellers. Accordingly, we do not assume any liability arising out of such a contract of sale and we are neither the agent nor the representative of the sellers and the sellers are responsible for sales of the products and for any claims or other problems arising out of or in connection with the contract of sale between them and the buyers;

12.1.4. we are not involved in any transaction between a buyer and a seller in any way whatsoever, except that we facilitate transactions on the Marketplace for buyers and sellers and process payments on behalf of sellers;

12.1.5. we are not the agents or mandataries of the buyers or sellers and accordingly we shall not be liable to anyone in respect of the offer for sale, sale or purchase of any product advertised and listed on our Marketplace and we are not responsible for the performance of any contractual obligations arising out of a contract for the sale or purchase of any product and we shall have no obligation to mediate between the parties to any such contract.

12.2. We do not warrant or represent:

12.2.1. the completeness or accuracy of the information published on our Marketplace;

12.2.2. that any information, material or content published on our Marketplace is up to date;

12.2.3. that our Marketplace will operate without fault or error at all times; or

12.2.4. that our Marketplace or any services on our Marketplace will remain available at all times.

12.3. We reserve the right to interrupt, discontinue or modify any or all of our services available on our Marketplace, and to cease publication in our Marketplace, at any time at our sole discretion, without notice or explanation; and you will not be entitled to any compensation or other payment in the event of any interruption, discontinuance, modification or alteration of the services on the Marketplace, or if we cease publication of the Marketplace.

12.4. We do not guarantee any commercial results from the use of our Marketplace.

12.5. To the maximum extent permitted by applicable law and subject to section 13.1 below, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our Marketplace and the use of our Marketplace.

13.1. Nothing in these terms and conditions will come:

13.1.1. limit any liability in a manner not permitted by applicable law; or

13.1.2. exclude any liability or legal rights which cannot be excluded under applicable law.

13.2. The limitations and exclusions of liability set out in this Section 13 and elsewhere in these Terms and Conditions:

13.2.1. are subject to the provisions of section 13.1; and

13.2.2. govern all liabilities arising out of or in connection with the subject matter of these Terms and Conditions, including liabilities in contract, tort (including negligence) and breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

13.3 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 kind.

13.4. Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the total amount paid and payable to us under that contract. Each separate transaction on our Marketplace constitutes a separate contract for the purposes of this section 13.4.

13.5. Notwithstanding section 13.4 above, we will not be liable to you for any loss or damage of any kind, including

13.5.1. any loss caused by an interruption or malfunction of the Website;

13.5.2. any loss arising from one or more events beyond our reasonable control;

13.5.3. any loss of business, including (without limitation) loss of or damage to profits, income, revenue from use, production, anticipated savings, business, contracts, business opportunities or goodwill;

13.5.4. any loss or corruption of any data, database or software; or

13.5.5. any special, indirect or consequential loss or damage.

13.6. We accept that we have an interest in limiting the personal liability of our officers and employees and, in consideration of such interest, you acknowledge that we are a limited liability entity; you will

agree not to make any personal claim against our officers or employees for any loss suffered by you in connection with your use of our Marketplace or these 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).

13.7. Our Marketplace includes hyperlinks to other websites owned and operated by third parties; these hyperlinks are not recommendations. We have no control over such third party websites and their content, and we accept no liability for them or for any loss or damage that may result from their use.

14.1 You hereby indemnify us and agree to hold us indemnified against:

14.1.1. all losses, damages, costs, liabilities and expenses (including, without limitation, legal fees and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and resulting directly or indirectly from your use of our Marketplace or any breach by you of any provision of these terms and conditions or UVUMBUZI SYSTEMS INTERNATIONAL’s codes, policies or guidelines; and

14.1.2 any VAT or other tax liability which we may incur in connection with any sale, supply or purchase made through our Marketplace, where such liability arises from your failure to pay, withhold, report or register for payment of any VAT or other tax properly due in any jurisdiction.

15.1 If we allow the creation and registration of an account on our Marketplace, it will remain open indefinitely, subject to these terms and conditions.

15.2. If you breach these terms and conditions or if we reasonably suspect that you have breached these terms and conditions or any UVUMBUZI SYSTEMS INTERNATIONAL code, policy or guideline in any way, we reserve the right to:

15.2.1. temporarily suspend your access to our Marketplace;

15.2.2. permanently deny you access to our Marketplace;

15.2.3. prevent computers using your IP address from accessing our Marketplace;

15.2.4. contact any or all of your Internet Service Providers.

and ask them to block your access to our Marketplace;

15.2.5. suspend or delete your account in our Marketplace; and/or

15.2.6. take legal action against you, whether for breach of contract or otherwise.

15.3. When we suspend, prohibit or block your access to our Marketplace or any part of our Marketplace:

15.3.1. you must not take any action to circumvent such suspension, prohibition or blocking (including, without limitation, the creation and/or use of a different account).

16.1. These terms and conditions, and the UVUMBUZI SYSTEMS INTERNATIONAL codes, policies and guidelines available on our Marketplace (and in respect of Sellers: the Seller Terms and Conditions) constitute the entire agreement between you and us in respect of your use of our Marketplace and supersede all previous agreements between you and us in respect of your use of our Marketplace.

17.1. In the event of any conflict between these terms and conditions, the Seller’s terms and conditions and UVUMBUZI SYSTEMS INTERNATIONALs codes, policies and guidelines, these terms and conditions, the Seller’s terms and conditions and UVUMBUZI SYSTEMS INTERNATIONAL’s codes, policies and guidelines shall prevail in the order indicated herein.

18.1. We may revise these terms and conditions, Seller’s terms and conditions and UVUMBUZI SYSTEMS INTERNATIONAL’s codes, policies and guidelines from time to time.

18.2. Revised terms and conditions shall apply from the date of their publication on our Marketplace.

19.1. If any provision of these terms and conditions is found by a court or other competent authority to be illegal and/or unenforceable, the remaining provisions shall remain in effect.

19.2. If any illegal and/or unenforceable provision of these Terms and Conditions would become legal or enforceable if any part thereof were to be deleted, that part shall be deemed deleted, and the remainder of the provision shall continue in full force and effect.

20.1. You hereby agree that we may assign, transfer, sub-treat or otherwise deal with our rights and/or obligations under these terms and conditions.

20.2. You may not, without our prior written consent, assign, transfer, sub-trade or otherwise deal with your rights and/or obligations under these terms and conditions.

21.1 A contract concluded under these General Terms and Conditions is to our benefit and to your benefit and is not intended to benefit a third party or to be enforceable by a third party.

21.2 The exercise of the rights of the parties under an agreement entered into under these terms and conditions is not subject to the consent of any third party.

22.1. These terms and conditions shall be governed by and construed in accordance with the laws of the Territory.

22.2. Any dispute relating to these terms and conditions is subject to the exclusive jurisdiction of the competent courts of the Territory.

23.1 The UVUMBUZI SYSTEMS INTERNATIONAL Marketplace is operated by:

UVUMBUZI SYSTEMS INTERNATIONAL West Africa’s Head office is located in Houeto, Abomey-Calavi, – BENIN and it’s East Africa’s Head office in Nairobi, Kenya

You can contact us using our contact form available on our Website.