General Terms and Conditions of Use of the Marketplace for Customers and Vendors

1. Introduction

1.1. “SefrelShop” is a subsidiary of Sefrel Technologies Ltd as the parent company. SefrelShop (“SefrelShop” or “we”) operates as an e-commerce platform consisting of a website (“marketplace”) together with logistics partners and payment infrastructure for the sale and purchase of consumer products and services (“products”) in Nigeria.

1.2. These general terms and conditions shall apply to buyers and vendors on the marketplace and 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 doing so you:

• • 1.4.1. Confirm that you have obtained the necessary authority to agree to these general terms and conditions;

• • 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

• • 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/username, password billing address, shipping address and, phone number, and you agree to:

• • 2.2.1. Keep your password confidential;

• • 2.2.2. Notify us in writing immediately (using our contact details provided in section 26) if you become aware of any disclosure of your password; and other sensitive information

• • 2.2.3. Be responsible for any activity on our marketplace arising out of any failure to keep your password confidential, and acknowledge that you may be held liable for any losses arising out of such a failure.

• • 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.

• • 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, provided 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.

• • 2.2.6. You may cancel your account on our marketplace by contacting us.

2.3. We offer a Vendor’s Account Plan, which consists of three plans: Basic, Featured, and Premium. Vendors must subscribe to one of these plans before their vendor’s selling account can be activated.

• • 2.3.1. Each plan offers a series of benefits and perks that are designed to increase vendors’ sales and visibility in the marketplace. The Basic Plan is the minimum requirement, followed by the Featured and Premium Plans.

• • 2.3.2. Detailed information about the benefits and perks associated with each Plan can be found on the Pricing Page.

3. Terms and Conditions of Sale

3.1. You acknowledge and agree that:

• • 3.1.1. The marketplace provides an online location for vendors to sell and customers to purchase products;

• • 3.1.2. We shall accept binding sales on behalf of vendors, but (unless SefrelShop is indicated as the vendor) SefrelShop is not a party to the transaction between the vendor and the customer; and

• • 3.1.3. A contract for the sale and purchase of a product or products will come into force between the customer and vendor and accordingly you commit to buying or selling the relevant product or products upon the customers’s confirmation of purchase via the marketplace.

• • 3.1.4. We charge 5-10% commissions on every sale, which covers the general marketing and promotions of the marketplace.

3.2. Subject to these general terms and conditions, the vendor’s terms of business shall govern the contract for sale and purchase between the customer and the vendor. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the customer and the vendor:

• • 3.2.1. The price for a product will be as stated in the relevant product listing;

• • 3.2.2. The price for the product must include all taxes and comply with applicable laws in force from time to time;

• • 3.2.3. Delivery charges, packaging charges, handling charges, administrative charges, insurance costs, and other ancillary costs and charges where applicable will only be payable by the customer if this is expressly stated in the product listing; and delivery of digital products may be made electronically;

• • 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 vendor to the customer; and

• • 3.2.5. In respect of physical products sold, the seller warrants that the vendor has good title to and is the sole legal and beneficial owner of the products and/or has the right to supply the products according 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 vendor warrants that the vendor has the right to supply the products to the buyer.

4. Returns and Refunds

4.1. Returns of products by customers and acceptance of returned products by vendors 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 at 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 at our discretion subject to applicable laws of the territory. We may offer refunds at our discretion:

• • 4.2.1. In respect of the product price;

• • 4.2.2. Local and/or international shipping fees (as stated on the refunds page); and

• • 4.2.3. By way of store credits, vouchers, mobile money transfers, 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 SefrelShop acting for and on behalf of the vendor. Notwithstanding paragraphs 4.1 and 4.2 above, in respect of digital products or services and fresh food, SefrelShop 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 under the Payments Information and Guidelines on the marketplace.

5.2. All payments of goods should be made via the available payment options on the marketplace, any payment outside the marketplace place shall incur serious penalties on the vendors, and we do not guarantee a safe transaction to any customers.

6. Store Credit

6.1. Store Credits may be earned and managed in accordance with the SefrelShop Store Credit Terms and Conditions, as may be amended from time to time. SefrelShop reserves the right to cancel or withdraw SefrelShop store credit rewards for any reason at 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 SefrelShop 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:

• • 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

• • 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:

• • 8.3.1. Be offensive, obscene, indecent, pornographic, lewd, suggestive, or sexually explicit;

• • 8.3.2. Depict violence in an explicit, graphic, or gratuitous manner; or

• • 8.3.3. Be blasphemous, in breach of racial or religious hatred or discrimination legislation;

• • 8.3.4. Be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory, or inflammatory;

• • 8.3.5. Cause annoyance, inconvenience, or needless anxiety to any person; or

• • 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:

• • 8.4.1. Any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;

• • 8.4.2. Any right of confidence, right of privacy, or right under data protection legislation;

• • 8.4.3. Any contractual obligation owed to any person; or

• • 8.4.4. 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 complaints.

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 (i) contacting another user to buy or sell an item listed on the marketplace outside the marketplace; or (ii) communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller, or item; or (iii) 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 in section 26.

9. Our Rights to Use Your Content

9.1. You grant 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 Our Website/Marketplace

10.1. In this section 10 the words “marketplace” and “website” shall be used interchangeably to refer to SefrelShop’s website.

10.2. You may:

• • 10.2.1. View pages from our website in a web browser;

• • 10.2.2. Download pages from our website for caching in a web browser;

• • 10.2.3. Print pages from our website for your personal and non-commercial use, providing that such printing is not systematic or excessive;

• • 10.2.4. Stream audio and video files from our website using the media player on our website; and

• • 10.2.5. Use our marketplace services using 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:

• • 10.6.1. Republish material from our website (including republication on another website);

• • 10.6.2. Sell, rent, or sublicense material from our website;

• • 10.6.3. Show any material from our website in public;

• • 10.6.4. Exploit material from our website for a commercial purpose; or

• • 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 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 bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

10.9. You must not:

• • 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;

• • 10.9.2. Use our website in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;

• • 10.9.3. Hack or otherwise tamper with our website;

• • 10.9.4. Probe, scan or test the vulnerability of our website without our permission;

• • 10.9.5. Circumvent any authentication or security systems or processes on or relating to our website;

• • 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;

• • 10.9.7. Impose an unreasonably large load on our website resources (including bandwidth, storage capacity, and processing capacity);

• • 10.9.8. Decrypt or decipher any communications sent by or to our website without our permission;

• • 10.9.9. Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or about our website without our express written consent;

• • 10.9.10. Access or otherwise interact with our website using any robot, spider, or other automated means, except for search engine indexing;

• • 10.9.11. Use our website except employing our public interfaces;

• • 10.9.12. Violate the directives set out in the robots.txt file for our website;

• • 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

• • 10.9.14. Do anything that interferes with the normal use of our website.

10.10. You must not use data collected from our website to contact individuals, companies, or other persons or entities.

10.11. You must ensure that all the information you supply to us through our website or concerning our website is true, accurate, current, complete, and non-misleading.

11. Copyright and Trademarks

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

• • 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

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

11.2. SefrelShop’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, unless stated otherwise in these general terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such, we cannot grant any licence to exercise such rights.

12. Data Privacy

12.1. Customers agree to the processing of their data in accordance with the terms of SefrelShop’s Privacy and Cookie Notice.

12.2. SefrelShop shall process all personal data obtained through the marketplace and related services under the terms of our Privacy and Cookie Notice and Privacy Policy.

12.3. Vendors shall be directly responsible to buyers for any misuse of their data and SefrelShop shall bear no liability to customers in respect of any misuse by vendors of their data.

13. Due Diligence and Audit Rights

13.1. We operate an 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:

• • 13.2.1. To verify your adherence to, and performance of, your obligations under this agreement;

• • 13.2.2. For disclosures under a valid order by a court or other governmental body; or

• • 13.2.3. As otherwise required by law or applicable regulation.

14. SefrelShop’s Role as a Marketplace

14.1. You acknowledge that:

• • 14.1.1. We do not confirm the identity of all marketplace users, check their credit worthiness, or bona fides, or otherwise vet them;

• • 14.1.2. We do not check, audit, or monitor all information contained in listings;

• • 14.1.3. We are not party to any contract for the sale or purchase of products advertised on the marketplace;

• • 14.1.4. We are not involved in any transaction between a buyer and a seller in any way, save that we facilitate a marketplace for customers and vendors and process payments on behalf of vendors;

• • 14.1.5. We are not the agents for any customer or vendor,

• • 14.1.6. Accordingly, we will not be liable to any person about the offer for sale, sale, or purchase of any products advertised on our marketplace; furthermore, we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and we will have no obligation to mediate between the parties to any such contract.

14.2. We do not warrant or represent:

14.2.1. The completeness or accuracy of the information published on our marketplace;

• • 14.2.2. That the material on the marketplace is up-to-date;

• • 14.2.3. That the marketplace will operate without fault; or

• • 14.2.4. That the marketplace or any service on the marketplace will remain available.

14.3. 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 save to the extent expressly provided otherwise in these general terms and conditions, 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.

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

14.5. 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 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:

• • 15.1.1. Limit any liabilities in any way that is not permitted under applicable law; or

• • 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:

• • 15.2.1. Are subject to section 15.1; and

• • 15.2.2. Govern all liabilities arising under these general terms and conditions or relating to the subject 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. To the extent that our marketplace and the information and services on our marketplace are provided free of charge, we will not be liable for any loss or damage of any nature.

15.4. We will not be liable to you concerning any losses arising out of any event or events beyond our reasonable control.

15.5. We will not be liable to you concerning any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, or goodwill.

15.6. We will not be liable to you for any loss or corruption of any data, database, or software.

15.7. We will not be liable to you concerning any special, indirect, or consequential loss or damage.

15.8. You 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, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

15.9. Our aggregate liability to you concerning 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. This limit shall apply for every 12 months starting on the date of the contract for the supply of services.

16. Indemnification

16.1. You hereby indemnify us, and undertake to keep us indemnified, against:

• • 16.1.1. Any and all losses, damages, costs, liabilities, and expenses (including without limitation legal expenses and any amounts paid by us to a third party in the 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 SefrelShop codes, policies, or guidelines; and

• • 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 and activation 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 SefrelShop codes, policies, or guidelines in any way, we may:

• • 17.2.1. Temporarily suspend your access to our marketplace;

• • 17.2.2. Permanently prohibit you from accessing our marketplace;

• • 17.2.3. Block computers using your IP address from accessing our marketplace;

• • 17.2.4. Contact any or all your internet service providers and request that they block your access to our marketplace;

• • 17.2.5. Suspend or delete your account on our marketplace; and/or

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

17.3. Where we suspend or prohibit or block your access to our marketplace or a part of our marketplace, you must not take any action to circumvent such suspension, prohibition or blocking (including without limitation creating and/or using a different account).

17.4. You must not use our marketplace to engage in any activity that breaches any applicable laws, regulations, or policies, including but not limited to those relating to intellectual property, data privacy, and consumer protection.

18. Entire Agreement

18.1. These general terms and conditions and the SefrelShop codes, policies, and guidelines shall constitute the entire agreement between you and us concerning your use of our marketplace and shall supersede all previous agreements between you and us concerning your use of our marketplace.

19. Variation

19.1. We may revise these general terms and conditions, the codes, policies, and guidelines from time to time.

19.2. The revised general terms and conditions shall apply from the date of publication on the marketplace.

19.3. If you do not agree to the revised general terms and conditions, you must stop using our marketplace.

20. Severability

20.1. 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.

20.2. 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.

21. Assignment

21.1. 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.

21.2. 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.

22. Third Party Rights

22.1. 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.

22.2. 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.

23. Law and Jurisdiction

23.1. These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.

23.2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.

24. Statutory and Regulatory Disclosures

24.1. We will not file a copy of these general terms and conditions specifically about each user or customer and, if we update these general terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these general terms and conditions for future reference.

24.2. These general terms and conditions are available in the English language only.

24.3. We are registered in Nigeria; you can find the online version of the register at cac.gov.ng, and our registration number is 7110607.

24.4. Our VAT.

• • 24.5. Our contact details are as follows:

• • 24.5.1. By email: info@sefrel.com;

• • 24.5.2. Using our website contact form; or

• • 24.5.3. By post, using the postal address given above.

• • 24.5.4.  Use our live chat option and via our Social Media Pages

25. Our Company Details

25.1. The marketplace is operated by Sefrel Technologies Ltd.

25.2. We are registered in Nigeria under registration number 7110607, and our registered office is at 14 Tony Adokwu Avenue, Kubwa Abuja, FCT.

25.3. Our principal place of business is at Gbongan Ibadan Expressway, Osogbo, Osun State.

25.4. You can contact us:

• • 25.4.1. By post, using the postal address given above;

• • 25.4.2. Using our website contact form;

• • 25.4.3. By email, using info@sefrel.com; or

• • 25.4.4.  Use our live chat option and via our Social Media Pages

26. Reporting Violations

26.1. If you become aware of any violation of these general terms and conditions, you must immediately report the violation to us.

26.2. You can report a violation by emailing support@sefrel.com or using our website contact form.

27. Contact Information

27.1. If you have any questions, complaints, or claims concerning our marketplace or these general terms and conditions, please contact us using the contact information provided in section 25.

27.2. We will endeavour to respond to your questions, complaints, or claims as soon as reasonably possible.

28. SefrelShop Codes, Policies, and Guidelines

27.1. The following codes, policies, and guidelines are incorporated into these general terms and conditions by reference and provide additional terms and conditions related to specific services offered on the marketplace:

Dispute Resolution policy
Privacy Policy
Return Policy
Cookies Policy

27.2. By agreeing to these general terms and conditions, you also agree to the terms of the codes, policies, and guidelines.