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Alamu Market Place Terms and Conditions

 This Alamu Seller Contract consists of two parts: (1) the Seller Terms and Conditions; and (2) the General Terms and Conditions of Use of the Marketplace

Seller Terms and Conditions

Contents

  1. Introduction
  2. Seller stores
  3. Registration and Account
  4. Product listings
  5. The products
  6. Pricing
  7. Fulfilment, packaging and delivery
  8. Commissions and fees
  9. VAT and other taxes
  10. Remittances
  11. Breaches of seller terms and conditions
  12. Insurance
  13. Confidentiality and data privacy
  14. Miscellaneous

Introduction

1.1.   Alamu operates a market place with payment infrastructure, for the sale and purchase of unique locally produced items.

1.2.     These seller terms and conditions shall apply to all sellers on the marketplace, together with our general terms and conditions of the use of marketplace.

1.3.    If you register with our marketplace as a seller:

1.3.1.   you accept these seller terms and conditions, the general terms and conditions, our policies and guidelines, and as may be amended by Alamu from time to time and which form an integral part of the terms upon which you may use the marketplace;

1.3.2.   we will ask you to expressly agree to these seller terms and conditions; the general terms, our polices and guidelines, by clicking to confirm that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory. 

Seller stores

2.1. If you register with our marketplace as a seller you will be able to create a store on the marketplace.

2.2. Seller stores that are submitted may be reviewed for approval, at Alamu’s discretion, before they are operational.

2.3. You shall be solely responsible for your store, listings and products and you hereby agree that:

2.3.1.   you shall obtain any licenses required for sale of your products on the marketplace; and

2.3.2.   to the extent required by applicable law, you shall register with relevant tax authorities and pay all relevant taxes in relation to your product sales.

2.4.   You understand and agree that you may only open more than one store for a legitimate business reason and this shall be determined at Alamu’s discretion. You shall notify Alamu if you (or a person or entity related to you) opens another store on Alamu.

2.5.    You shall conduct your business on the marketplace:

2.5.1.   with skill and care, and by co-operating with and acting in good faith towards Alamu and the buyers;

2.5.2.   in compliance with Alamu’s policies and guidelines as published on the marketplace from time to time;

2.5.3.   In accordance with ethical business practices and industry best practice; and

2.5.4.   In compliance with all applicable laws in force from time to time, including, without limitation all laws, statutes, regulations and other enactments of the territory.

2.6.   Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any seller store that breaches these seller terms and conditions, the general terms and conditions, or any Alamu  policies and guidelines.

Registration and account

3.1.   You may not register with our marketplace if you are under 18years 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).

3.2.   You may register for an account with our marketplace by completing and submitting the registration form on our marketplace.

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

3.4.   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 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.

3.5.   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.

Product listings

4.1.   You shall be responsible for listing your products on the marketplace by sending a completed product page which shall include prices, detailed information, specifications and images in respect of each product to info@alamu.com

4.2.    You may not publish more than one listing in respect of each product.

4.3.   You agree to be solely responsible for all listings submitted to our marketplace and you agree that all listings must:

4.3.1.   constitute bona fide listings relating to products that comply with the categories and rules set out at section 4;

4.3.2.   comply with the rules on content in the general terms and conditions and 

4.3.3.   include all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including in respect of consumer protection.

4.4.   Listings that are submitted may be individually reviewed and approved, at Alamu’s discretion, before they are published on the marketplace, and you acknowledge and agree there may be a lead time between submission of the product page via mail and the publishing of the Product page on the marketplace due to time required for quality control operations.

4.5.     Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete  listings that breach these seller terms and conditions, the general terms and conditions or any Alamu policies or guidelines.

4.6.     You acknowledge and agree that:

4.6.1.   notwithstanding that we may approve any listings, you shall be fully responsible for the same; and

4.6.2.   we reserve the right to impose penalties for breach of this section 3, without prejudice to our other rights.

4.7.   You must keep your listings up to date. In particular, you must deactivate any listings in respect of products that have ceased to be available.

The products

5.1.   The only products that may be the subject of a listing on our marketplace are those that are locally produced, unique, creative and innovative within the categories of art and craft, fashion, beauty, home and lifestyle, food and other categories that may be added from time to time.

5.2.   You must not advertise, buy, sell or supply through our marketplace any product that:

5.2.1.   breaches any laws or regulations, or infringes any person’s intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;

5.2.2.   consists of or contains material that would, if published on our marketplace by you, contravene the rules on content in the general terms and conditions; or

5.2.3.   is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit materials; swords, firearms or other weapons and ammunition for any weapon

5.3.   Promptly, following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to verify the authenticity of products.

Pricing

6.1.   All prices of products shall be stated inclusive of VAT and any other tax applicable to the transaction and in the currency of the territory.

6.2.   You shall be solely responsible for setting the price of your products on the marketplace, which may be amended from time to time, including for the purpose of any seasonal or other discounts.

6.3.   The pricing of your products shall comply with all applicable laws, including competition laws.

6.4 Prices set by you shall be inclusive of Alamu’s ten (10) percent commission. 

Fulfilment, packaging and delivery

7.1.    Upon receipt of a confirmation of sale from Alamu, you shall process the order by packing  and labeling the product(s) appropriately to be delivered by you.

7.2.   Seller is advised to confirm condition of products at the point of delivery to avoid liability of damaged or lost goods.

7.3.   Alamu shall not bear the risk of loss or damage to the products as the process of delivery is from the seller to the buyer.

Commission and fees

8.1.   We shall charge you a 10% commission in respect of each sale made on the marketplace.

8.2.   We may vary commissions and/or fees from time to time, on prior notice to you. This will not affect any liability to pay commission that accrues before the new rates are posted or for services that have been previously paid.

VAT and other taxes

9.1. All amounts stated on the marketplace are stated inclusive of VAT and any other taxes     applicable to the transaction.  The seller acknowledges that:

9.1.1. commissions shall be calculated as a percentage of the selling price (being the price set by the vendor at the time of the order) inclusive of VAT and any other taxes charged to the buyer;

                 9.1.2.   commissions are inclusive of VAT and all other taxes thereon; and

9.1.3.   in the event of any upwards revision in the rate of VAT or any other applicable taxes, the amount of the commission shall be automatically adjusted to ensure that Alamu’s net revenues remain constant. The seller may, in its discretion, revise prices accordingly as provided at section 6.2.

9.2.   The seller shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.

9.3.   Should a competent tax authority determine that Alamu is liable for payment of any taxes (including stamp, excise or customs duties) in respect of the transactions, notably pursuant to sections 9.2 you hereby indemnify and hold harmless Alamu in respect of the same.

9.4.  Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.

Remittances

10.1. We shall collect payments from buyers in respect of each product purchased from the marketplace, and we shall deduct from the same our commissions and, as may be applicable, any fees, charges, taxes, penalties, refunds and any other amounts that you owe to us in respect of any business whatsoever.

10.2. We shall remit the proceeds of sale of the products, after all deductions pursuant to section 10.1 above, and remit the remaining funds to you in the currency of the marketplace territory every 15days, and using such payment mechanism as we may notify to you from time to time.

10.3. Evidence of payment to your nominated account shall constitute conclusive evidence of payment and receipt.

10.4. You shall be entirely responsible for ensuring that the account details that you upload upon registration are accurate and up to date, and that the account is secure. We shall not be liable for any loss or damage to you that may result from fraud or error in respect of your account.

10.5. Subject to the applicable laws of the territory, we may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

10.6. We may delay or suspend payment to you in the event of investigation of a potential fraud or other breach of this agreement.

Breaches of seller terms and conditions

11.1. If we reasonably determine that you have breached these seller terms and conditions, our general terms and conditions, or any Alamu policies or guidelines, we may:

                 11.1.1. send you one or more formal warnings;

11.1.2. suspend, prohibit or block your access to our marketplace as provided in the general terms and condition

11.1.3. commence legal action against you, whether for breach of contract or otherwise.

11.2. The consequences of breach provided at section 11.1 above shall also apply if:

11.2.1. you fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the marketplace; or

11.2.2. if you receive negative ratings and reviews.

Insurance

12.1. You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

Confidentiality and data privacy

13.1.    All information and documents concerning the conduct of business pursuant to these general terms and conditions, including information relating to business methods, procedures, policies and sales information, is strictly confidential unless it is already in the public domain. You shall not use Alamu’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Alamu’s confidential information without our prior written consent.

13.2.    If Alamu is sued, fined, or otherwise incurs expenses as a result of the seller’s handling of personal data obtained through the marketplace; the seller shall indemnify Alamu in respect of the same.

Miscellaneous

14.1. These seller terms and conditions are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of the territory.

14.3. We will ask for your express agreement to any revisions of these seller terms and conditions and the general terms and conditions within such period as we may specify; and if you do not give your express agreement to the revised versions within such period as we may specify, you shall be deemed to have consented. If you expressly reject any such revisions you may be deemed by us to have terminated the agreement and we may disable or delete your account on the marketplace.

14.4. These seller terms and conditions and, the general terms and conditions, and other Alamu policies and guidelines 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

General Terms and Conditions of Use of the Marketplace

for Buyers and Sellers

Contents

  1. Introduction
  2. Terms and conditions of sale
  3. Returns and refunds
  4. Payments
  5. Rules about your content
  6. Our rights to use your content
  7. Use of website and mobile applications
  8. Copyright and trademarks
  9. Data privacy
  10. Due diligence and audit rights
  11. Alamu’s role as a marketplace
  12. Limitations and exclusions of liability
  13. Indemnification
  14. Breaches of these general terms and conditions
  15. Entire agreement
  16. Hierarchy
  17. Variation
  18. Severability
  19. Assignment
  20. Third party rights
  21. Law and jurisdiction

Introduction

1.1.   Alamu operates a market place with payment infrastructure, for the sale and purchase of unique locally produced items. 

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:

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.

Terms and conditions of sale

 2.1.    You acknowledge and agree that:

2.1.1.   the marketplace provides an online location for sellers to sell and buyers to purchase products;

2.1.2.   we shall accept binding sales, on behalf of sellers, but Alamu is not a party to the transaction between the seller and the buyer; and

2.1.3.   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.

2.2.   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:

                 2.2.1.   the price for a product will be as stated in the relevant product listing;

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

2.2.3.   delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, will only be payable by the buyer if this is expressly and clearly stated in the product listing;

2.2.4.   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

2.2.5.   the seller warrants that the seller has good title to, and is the sole legal and beneficial owner of, the products, 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.

Returns and refunds

3.1.   Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with our return policy 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.

3.2.   Refunds in respect of returned products shall be managed in accordance with the refund policy 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:

                 3.2.1.   in respect of the product price;

3.2.2.   Shipping fees and

3.2.3.   by way of store credits, wallet refunds, vouchers, mobile money transfer, bank transfers or such other method as we may determine from time to time.

3.3.   Changes to our returns and refund policy shall be effective in respect of all purchases made from the date of publication of the change on our website.

Payments

 4.1. You must make payments due under these general terms and conditions through the payment platform made available on the market place. 

Rules about your content

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

5.1.1.   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

5.1.2.   all communications on the marketplace, including product reviews, feedback and comments.

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

 5.3.   Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet, and must not:

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

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

5.3.3.  be blasphemous, in breach of racial or religious hatred or discrimination legislation;

5.3.4.  be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;

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

                 5.3.6.  constitute spam. 

5.4.   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:

                5.4.1.   any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right;

5.4.2.   any right of confidence, right of privacy or right under data protection legislation;

                5.4.3.      any contractual obligation owed to any person; or

                5.4.4.      any court order.

5.5.   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.

5.6.   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.

5.7.   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.

5.8.   You must not interfere with a transaction by: (i) contacting another user to buy or sell an item listed on the marketplace outside of 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.

5.9.   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.

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

5.11. 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 on the market place.

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 across our marketing channels and any existing or future media.

6.2.   You grant to us the right to bring an action for infringement of the rights licensed under section 7.1.

6.3.   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.

6.4.   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.

Use of website and mobile applications

7.1.    You may:

                 7.1.1. view pages from our marketplace in a web browser;

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

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

7.1.4. stream audio and video files from our website using the media player on our website; and

7.1.5. use our marketplace services by means of a web browser, subject to the other provisions of these general terms and conditions.

7.2.   Except as expressly permitted by section 7.1 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.

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.   Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.

7.5.   Unless you own or control the relevant rights in the material, you must not:

7.5.1.   republish material from our website (including republication on another website);

7.5.2.   sell, rent or sub-license material from our website;

7.5.3.   show any material from our website in public;

7.5.4.   exploit material from our website for a commercial purpose; or

7.5.5.   redistribute material from our website.

7.6.   Notwithstanding section 7.5, you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

7.7.   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.

7.8.   You must not:

7.8.1.   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;

7.8.2.   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;

7.8.3.   hack or otherwise tamper with our website;

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

7.8.5.   circumvent any authentication or security systems or processes on or relating to our website;

7.8.6.   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;

7.8.7.   impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);

7.8.8.   decrypt or decipher any communications sent by or to our website without our permission;

7.8.9.   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;

7.8.10. access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

7.8.11. use our website except by means of our public interfaces;

7.8.12. violate the directives set out in the robots.txt file for our website;

7.8.13. use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

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

Copyright and trademarks

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

8.1.1.   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

8.1.2.  all the copyright and other intellectual property rights in our website and the material on our website are reserved.

8.2.     Alamu’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.

8.3.   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.

Data privacy

9.1. Buyers agree to the processing of their personal data in accordance with the terms of Alamu’s Privacy and Cookie Policy.

9.2. Alamu shall process all personal data obtained through the marketplace and related services in accordance with the terms of our Privacy and Cookie Policy.

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

Due diligence and audit rights

10.1. We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the marketplace.

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

10.2.1. in order to verify your adherence to, and performance of, your obligations under this Agreement;

10.2.2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or

10.2.3. as otherwise required by law or applicable regulation.

Alamu’s role as a marketplace

11.1. You acknowledge that:

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

11.1.2. we are not party to any contract for the sale or purchase of products advertised on the marketplace;

11.1.3. we are not involved in any transaction between a buyer and a seller in any way, save that we facilitate a marketplace for buyers and sellers and process payments on behalf of sellers;

11.1.4. we are not the agents for any buyer or seller,

and accordingly we will not be liable to any person in relation to 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.

 11.2. We do not warrant or represent:

                       11.2.1. the accuracy of the information published on our  marketplace;

                       11.2.2. that the material on the marketplace is up to date;

          11.2.3. that the marketplace will operate without fault; or

             11.2.4. that the marketplace or any service on the marketplace will remain available.

11.3. 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 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.

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

11.5. To the maximum extent permitted by applicable law and subject to section 12.1 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.

Limitations and exclusions of liability

12.1. Nothing in these general terms and conditions will:

12.1.1. limit any liabilities in any way that is not permitted under applicable law; or

12.1.2. exclude any liabilities or statutory rights that may not be excluded under applicable law.

12.2. The limitations and exclusions of liability set out in this section 12 and elsewhere in these general terms and conditions:

                 12.2.1. are subject to section 12.1; and

12.2.2. 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.

12.3. 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.

12.4. 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 12.4.

12.5. Notwithstanding section 12.4 above, we will not be liable to you for any loss or damage of any nature, including in respect of:

12.5.1. any loss occasioned by any interruption or dysfunction to the website;

12.5.2. any loss arising out of any event or events beyond our reasonable control;

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

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

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

12.6. 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).

12.7. 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.

Indemnification

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

13.1.1. 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 Alamu’s policies or guidelines; and

13.1.2. 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.

Breaches of these general terms and conditions

14.1. If we permit the registration of an account on our marketplace it will remain open indefinitely, subject to these general terms and conditions.

14.2. If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any Alamu policies or guidelines in any way we may:

                 14.2.1. temporarily suspend your access to our marketplace;

                 14.2.2. permanently prohibit you from accessing our marketplace;

14.2.3. block computers using your IP address from accessing our marketplace;

14.2.4. contact any or all of your internet service providers and request that they block your access to our marketplace;

14.2.5. suspend or delete your account on our marketplace; and/or

14.2.6. commence legal action against you, whether for breach of contract or otherwise.

14.3. 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).

Entire agreement

15.1. These general terms and conditions and the Alamu 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.

Hierarchy

16.1. Should these general terms and conditions, the seller terms and conditions, and the Alamu policies and guidelines be in conflict, these terms and conditions, the seller terms and conditions and the Alamu policies and guidelines shall prevail in the order here stated.

Variation

17.1. We may revise these general terms and conditions, the seller terms and conditions, and the Alamu policies and guidelines from time to time.

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

Severability

18.1. 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.

18.2. 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.

Assignment

19.1. 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 with your consent.

19.2. 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.

Third party rights

20.1. 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.

20.2. 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.

Law and jurisdiction

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

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

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