Terms and Conditions for sellers and users

Introduction

Northway Commerce Hub (“Wadaah” or “we”) operates an e-commerce platform consisting of a website and mobile application (“marketplace”), together with supporting logistics and payment infrastructure,  for the sale and purchase of consumer products.

Terms and Conditions

1.1  These terms and conditions shall apply to buyers and sellers on the marketplace and shall govern your use of the marketplace and related services.

1.2 By using our marketplace, you accept these terms and conditions in full. If you disagree with these  terms and conditions or any part of these terms and conditions, you must not use our marketplace.

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  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 keep your password confidential. 

2.3 Notify us in writing immediately (using our contact details provided on our marketplace) if you become aware of any disclosure of your password and be responsible for any activity on our marketplace arising out of any failure to keep your password confidential and you acknowledge that you may be held liable for any losses arising out of such a failure.

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.

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 terms and conditions, we will refund you in respect of the same.

2.6 You may cancel  or delete your account on our marketplace at your discretion. 

Terms and conditions of sale

3.1 You acknowledge and agree that:

3.2 The marketplace provides an online location for sellers to sell and buyers to purchase products;

3.3  We shall accept sales on behalf of sellers

3.4 The price for a product will be as stated in the relevant product listing;

3.4 The price for the product must include all taxes and comply with applicable laws

3.5 Delivery charges 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

3.6 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.

3.7 In respect of physical products sold, the seller warrants that the seller has good title  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.

3.8 The Seller warrants that, where a product sold has such terms, the Seller will provide detailed disclosure of the product terms and conditions, any applicable warranty, and other terms necessary to inform the buyer on the product and its usage in the specification section provided on each product page.

Returns and refunds

4.1 Returns of products by buyers and acceptance of returned products by sellers shall be managed by us. Acceptance of returns shall be in our discretion only, subjected to compliance with applicable laws.

4.2  Our rules on refunds shall be exercised in our discretion subjected to applicable laws. We may offer refunds in our discretion.

4.3 In respect of refund, we may refund by  store credits/wallet, vouchers, mobile money transfer, bank transfers or such other methods as we may determine from time to time.

4.4 Returned products maybe be accepted and refunds issued by Wadaah, acting for and on behalf of the seller. In respect of digital products or services Wadaah 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.

4.5 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.

Rules about your content

5.1 In these terms and conditions, "your content" means 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, or onward transmission including product reviews, feedback and comments.

5.2 Your content and the use of your content by us in accordance with these terms and conditions, must be accurate, complete and truthful.

5.3 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).  

5.4 Your content must not infringe or breach any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right. Any right of confidence, right of privacy or right under data protection legislation, any contractual obligation owed to any person or any court order.

5.5 Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of  behaviour on the internet, and must not be offensive, obscene, indecent, pornographic, suggestive or sexually explicit, depict violence or gratuitous manner; or be blasphemous, in breach of racial or religious hatred or discrimination legislation.

5.6 Your content must not be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory, cause annoyance, inconvenience or needless anxiety to any person or constitute spam.

5.7 You must not use our marketplace to link to any website or web page consisting of or containing material that would breach the provisions of these terms and conditions.

5.8 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  similar complaint.

5.9 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.

5.10 You acknowledge that all users of the marketplace are solely responsible for interactions with other users and you shall exercise caution and good judgement in your communication with other users.

5.11 We may periodically review your content and we reserve the right to remove any content in our discretion for any reason whatsoever.

5.12 If you learn of any unlawful material or activity on our marketplace, or any material or activity that breaches these terms and conditions, you may inform us by contacting us as provided on our marketplace.

Our rights to use your content

6.1 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.

6.2 Without prejudice to our other rights under these  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.

Use of website and mobile applications

7.1 In this section “marketplace” and "website” shall be used interchangeably to refer to Wadaah’s website and mobile applications.

7.2 You may view pages from our website in a web browser, download pages from our website for caching in a web browser, print pages from our website for your own personal and non-commercial use.

7.3 You may only use our website for your own personal and business purposes in respect of selling or purchasing products on the marketplace.

7.4 You may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

7.5 We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website during server maintenance or during update of the website.

7.6 You must not 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.

7.7 The use of 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, hack or otherwise tamper with our website, probe, scan or test the vulnerability of our website without our permission is prosecutable.

7.8 The use of 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; impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity); decrypt or decipher any communications sent by or to our website without our permission is prosecutable.

Data privacy

8.1 Buyers agree to processing of their personal data.

8.2 Wadaah shall process all personal data obtained through the marketplace and related services in accordance with applicable laws

8.3 Sellers shall be directly responsible to buyers for any misuse of their personal data and Wadaah shall bear no liability to buyers in respect of any misuse by sellers of their personal data.

Due diligence and audit rights

9.1 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.

9.2 You agree to provide to us all such information, documentation and access to your business premises as we may require. 

Wadaah’s role as a marketplace

10.1 You acknowledge that Wadaah facilitates a marketplace for buyers and third party sellers or where Wadaah is the seller of a product.

10.2 The relevant seller of the product (whether Wadaah 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 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 or contact us.

10.3 We commit to ensure that Waddah, or third party sellers, as applicable, submit information relating to their products on the marketplace that is complete, accurate and up to date. 

10.4 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 Wadaah’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  as a whole.

10.5 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.

10.6 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 ten (10) days with clear guidance on the way forward for  pending transactions

10.7 We do not guarantee any commercial results concerning the use of the marketplace.

Limitations and exclusions of liability

11.1 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, any losses occasioned by any interruption or dysfunction to the website; any losses arising out of any event or events beyond our reasonable control any loss or corruption of any data, database or software or any special, indirect or consequential loss or damage.

11.2 Our marketplace may 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.

Breaches of these  terms and conditions

12.1 If we permit the registration of an account on our marketplace it will remain open indefinitely subjected to these terms and conditions.

12.2 If you breach these  terms and conditions, or if we reasonably suspect that you have breached these  terms and conditions  in any way, we may temporarily suspend your access to our marketplace or permanently prohibit you from accessing our marketplace.

12.3 Commence legal action against you, whether for breach of contract or otherwise.

12.4 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).

Entire agreement

13.1 These  terms and conditions (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.

Variation

14.1 We may revise these  terms and conditions from time to time

14.2 The revised terms and conditions shall apply from the date of publication on our marketplace.