General Terms and
Conditions of Use of the Marketplace for Blue Carbon Buyers and Sellers
1. Introduction
1.1. “Blue Carbon” is
the trading name for the Blue Carbon Tech Limited operates an e-commerce
platform consisting of a website and mobile application (“marketplace”)
together with supporting IT logistics and payment infrastructure for the sale
and purchase of solar energy products and services (“products”) in its
allocated territory.
1.2. These general terms and conditions shall apply to buyers and sellers on
the marketplace and shall govern your use of the marketplace and related
services.
1.3. By using our marketplace you accept these general terms and conditions in
full. If you disagree with these general terms and conditions or any part of
these general terms and conditions you must not use our marketplace.
1.4. If you use our marketplace in the
course of a business or other organizational project then by so doing you:
o 1.4.1. Confirm that you have obtained the
necessary authority to agree to these general terms and conditions;
o 1.4.2. Bind both yourself and the person
company or other legal entity that operates that business or organizational
project to these general terms and conditions; and
o 1.4.3. Agree that you in these general terms and
conditions shall reference both the individual user and the relevant person
company or legal entity unless the context requires otherwise.
2. Registration and account
2.1. You may not
register with our marketplace if you are under 18 years of age (by using our
marketplace or agreeing to these general terms and conditions you warrant and
represent to us that you are at least 18 years of age).
2.2. If you register for an account with our marketplace you will be asked to
provide an email address/user ID and password and you agree to:
o 2.2.1. keep your password confidential;
o 2.2.2. Notify us in writing immediately (using
our contact details provided at section 26) if you become aware of any
disclosure of your password; and
o 2.2.3. be responsible for any activity on our
marketplace arising out of any failure to keep your password confidential and
that you may be held liable for any losses arising out of such a failure.
o 2.2.4. Your account shall be used exclusively
by you and you shall not transfer your account to any third party. If you
authorize any third party to manage your account on your behalf this shall be
at your own risk.
o 2.2.5. We may suspend or cancel your account
and/or edit your account details at any time in our sole discretion and without
notice or explanation providing that if we cancel any products or services you
have paid for but not received and you have not breached these general terms
and conditions we will refund you in respect of the same.
o You may cancel your account on our marketplace
by contacting us
3. Terms and conditions of sale
3.1. You acknowledge
and agree that:
o 3.1.1. The marketplace provides an online
location for sellers to sell and buyers to purchase products;
o 3.1.2. we shall accept binding sales on behalf
of sellers but (unless Blue Carbon is indicated as the seller) Blue Carbon is
not a party to the transaction between the seller and the buyer; and
o 3.1.3. A contract for the sale and purchase of
a product or products will come into force between the buyer and seller and
accordingly you commit to buying or selling the relevant product or products
upon the buyer’s confirmation of purchase via the marketplace.
3.2. Subject to these general terms and conditions the seller’s terms of
business shall govern the contract for sale and purchase between the buyer and
the seller. Notwithstanding this the following provisions will be incorporated
into the contract of sale and purchase between the buyer and the seller:
o 3.2.1. The price for a product will be as
stated in the relevant product listing;
o 3.2.2. the price for the product must include
all taxes and comply with applicable laws in force from time to time;
o 3.2.3. Delivery charges packaging charges
handling charges administrative charges insurance costs other ancillary costs
and charges where applicable will only be payable by the buyer if this is
expressly and clearly stated in the product listing; and delivery of digital
products may be made electronically;
o 3.2.4. Products must be of satisfactory
quality fit and safe for any purpose specified in and conform in all material
respects to the product listing and any other description of the products
supplied or made available by the seller to the buyer; and
o 3.2.5. In respect of physical products sold
the seller warrants that the seller has good title to and is the sole legal and
beneficial owner of the products and/or has the right to supply the products
pursuant to this agreement and that the products are not subject to any third
party rights or restrictions including in respect of third party intellectual
property rights and/or any criminal insolvency or tax investigation or
proceedings; and in respect of digital products the seller warrants that the
seller has the right to supply the digital products to the buyer.
4. Returns and refunds
4.1. Returns of
products by buyers and acceptance of returned products by sellers shall be
managed by us in accordance with the returns page on the marketplace as may be
amended from time to time. Acceptance of returns shall be in our discretion
subject to compliance with applicable laws of the territory.
4.2. Please note that all warranty and after-sales enquires should be directed to Blue Carbon service center at No_16, Dawodu Mabinuori Street, Charlie Boy, Gbagada Phase 1, Lagos State.
5. Payments
5.1. You must make
payments due under these general terms and conditions in accordance with the
Payments Information and Guidelines on the marketplace.
6. Store Credit
6.1. Store Credits may
be earned and managed in accordance with the Blue Carbon Credit Terms and
Conditions as may be amended from time to time. Blue Carbon reserves the right
to cancel or withdraw Blue Carbon store credit rewards for any reason in its
discretion including if we suspect fraud or foul play. You can view Reward
Store Credit terms and conditions on our website
7. Promotions
7.1. Promotions and
competitions run by Blue Carbon and/or other promoters shall be managed in
accordance with the Promotions Terms and Conditions. You can view each
Promotion's terms and conditions on our website
8. Rules about your content
8.1. In these general
terms and conditions your content means:
o 8.1.1. all works and materials (including
without limitation text graphics images audio material video material
audio-visual material scripts software and files) that you submit to us or our
marketplace for storage or publication processing by or onward transmission;
and
o 8.1.2. All communications on the marketplace
including product reviews feedback and comments.
8.2. Your content and the use of your content by us in accordance with these
general terms and conditions must be accurate complete and truthful.
8.3. Your content must be appropriate civil and tasteful and accord with
generally accepted standards of etiquette and behavior on the internet and must
not:
o 8.3.1. be offensive obscene indecent
pornographic lewd suggestive or sexually explicit;
o 8.3.2. depict violence in an explicit graphic
or gratuitous manner; or
o 8.3.3. be blasphemous in breach of racial or
religious hatred or discrimination legislation;
o 8.3.4. be deceptive fraudulent threatening
abusive harassing anti-social menacing hateful discriminatory or inflammatory;
o 8.3.5. cause annoyance inconvenience or
needless anxiety to any person; or
o 8.3.6. Constitute spam.
8.4. Your content must not be illegal or unlawful infringe any person's legal
rights or be capable of giving rise to legal action against any person (in each
case in any jurisdiction and under any applicable law). Your content must not
infringe or breach:
o 8.4.1. any copyright moral right database
right trademark right design right in passing off or other intellectual
property right;
o 8.4.2. any right of confidence right of
privacy or right under data protection legislation;
o 8.4.3. any contractual obligation owed to any
person; or 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 were 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 of other similar
complaint.
8.7. The review function on the marketplace may be used to facilitate buyer
reviews on products. You shall not use the review function or any other form of
communication to provide inaccurate inauthentic or fake reviews.
8.8. You must not interfere with a transaction by
o 8.8.1. contacting another user to buy or sell
an item listed on the marketplace outside of the marketplace; or
o 8.8.2. communicating with a user involved in
an active or completed transaction to warn them away from a particular buyer
seller or item; or
o 8.8.3. Contacting another user with the intent
to collect any payments.
8.9. You acknowledge that all users of the marketplace are solely responsible
for interactions with other users and you shall exercise caution and good judgment
in your communication with users. You shall not send them personal information
including credit card details.
8.10. We may periodically review your content and we reserve the right to
remove any content at our discretion for any reason whatsoever.
8.11. If you learn of any unlawful material or activity on our marketplace or
any material or activity that breaches these general terms and conditions you
may inform us by contacting us as provided at section
9. Our rights to use your content
9.1 - You grant to us
a worldwide irrevocable non-exclusive royalty-free license to use reproduce
store adapt publish translate and distribute your content on our marketplace
and across our marketing channels and any existing or future media.
9.2 - You grant to us the right to sub-license the rights licensed under
section 9.1
9.3 - You grant to us the right to bring an action for infringement of the
rights licensed under section 9.1
9.4 - You hereby waive all your moral rights in your content to the maximum
extent permitted by applicable law; and you warrant and represent that all
other moral rights in your content have been waived to the maximum extent
permitted by applicable law.
9.5 - Without prejudice to our other rights under these general terms and
conditions if you breach our rules on content in any way or if we reasonably
suspect that you have breached our rules on content we may delete unpublished
or edit any or all of your content.
10. Use of website and mobile applications
10.1. In this section
10 words “marketplace” and website” shall be used interchangeably to refer to Blue
Carbon websites and mobile applications.
10.2. You may:
o 10.2.1. view pages from our website in a web
browser;
o 10.2.2. download pages from our website for
caching in a web browser;
o 10.2.3. print pages from our website for your
own personal and non-commercial use providing that such printing is not
systematic or excessive;
o 10.2.4. stream audio and video files from our
website using the media player on our website; and
o 10.2.5. use our marketplace services by means
of a web browser subject to the other provisions of these general terms and
conditions.
10.3. Except as expressly permitted by section 10.2 or the other provisions of
these general terms and conditions you must not download any material from our
website or save any such material to your computer.
10.4. You may only use our website for your own personal and business purposes
in respect of selling or purchasing products on the marketplace.
10.5. Except as expressly permitted by these general terms and conditions you
must not edit or otherwise modify any material on our website.
10.6. Unless you own or control the relevant rights in the material you must
not:
o 10.6.1 republish material from our website
(including republication on another website);
o 10.6.2. sell rent or sub-license material from
our website;
o 10.6.3. show any material from our website in
public;
o 10.6.4. exploit material from our website for
a commercial purpose; or
o 10.6.5. Redistribute material from our
website.
10.7. Notwithstanding section 10.6 you may forward links to products on our
website and redistribute our newsletter and promotional materials in print and
electronic form to any person.
10.8. We reserve the right to suspend or restrict access to our website to
areas of our website and/or to functionality upon our website. We may for
example suspend access to the website during server maintenance or when we
update the website. You must not circumvent or bypass or attempt to circumvent
or bypass any access restriction measures on the website.
10.9. You must not:
o 10.9.1. use our website in any way or take any
action that causes or may cause damage to the website or impairment of the
performance availability accessibility integrity or security of the website;
o 10.9.2. use our website in any way that is
unethical unlawful illegal fraudulent or harmful or in connection with any
unlawful illegal fraudulent or harmful purpose or activity;
o 10.9.3. hack or otherwise tamper with our
website;
o 10.9.4. probe scan or test the vulnerability
of our website without our permission;
o 10.9.5. circumvent any authentication or
security systems or processes on or relating to our website;
o 10.9.6. use our website to copy store host
transmit send use publish or distribute any material which consists of (or is
linked to) any spyware computer virus Trojan horse worm keystroke logger
rootkit or other malicious computer software;
o 10.9.7. impose an unreasonably large load on
our website resources (including bandwidth storage capacity and processing
capacity);
o 10.9.8. decrypt or decipher any communications
sent by or to our website without our permission;
o 10.9.9. conduct any systematic or automated
data collection activities (including without limitation scraping data mining
data extraction and data harvesting) on or in relation to our website without
our express written consent;
o 10.9.10. access or otherwise interact with our
website using any robot spider or other automated means except for the purpose
of search engine indexing;
o 10.9.11. use our website except by means of
our public interfaces;
o 10.9.12. violate the directives set out in the
robots.txt file for our website;
o 10.9.13. use data collected from our website
for any direct marketing activity (including without limitation email marketing
SMS marketing telemarketing and direct mailing); or
o 10.9.14. Do anything that interferes with the
normal use of our website.
11. Copyright and trademarks
11.1. Subject to the
express provisions of these general terms and conditions:
o 11.1.1. we together with our licensors own and
control all the copyright and other intellectual property rights in our website
and the material on our website; and
o 11.1.2. all the copyright and other
intellectual property rights in our website and the material on our website are
reserved.
11.2. Blue Carbon’s logos and our other registered and unregistered trademarks
are trademarks belonging to us; we give no permission for the use of these
trademarks and such use may constitute an infringement of our rights.
11.3. The third party registered and unregistered trademarks or service marks
on our website are the property of their respective owners and we do not
endorse and are not affiliated with any of the holders of any such rights and
as such we cannot grant any license to exercise such rights.
12. Data privacy
12.1. Buyers agree to
processing of their personal data in accordance with the terms of Blue Carbon’s
Privacy and Cookie Notice.
12.2. Blue Carbon shall process all personal data obtained through the
marketplace and related services in accordance with the terms of our Privacy
and Cookie Notice and Privacy Policy.
12.3. Sellers shall be directly responsible to buyers for any misuse of their
personal data and Blue Carbon shall bear no liability to buyers in respect of
any misuse by sellers of their personal data.
13. Due diligence and audit rights
13.1. We operate an
anti-fraud and anti-money laundering compliance program and reserve the right
to perform due diligence checks on all users of the marketplace.
13.2. You agree to provide to us all such information documentation and access
to your business premises as we may require:
o 13.2.1. in order to verify your adherence to and
performance of your obligations under these terms and conditions;
o 13.2.2. for the purpose of disclosures
pursuant to a valid order by a court or other governmental body; or
o 13.2.3. as otherwise required by law or
applicable regulation.
14. Blue Carbon’s role as a marketplace
14.1. You acknowledge
that:
o 14.1.1. Blue Carbon facilitates a marketplace
for buyers and third party sellers of Blue Carbon products only
o 14.1.2. the relevant seller of the product
(whether Blue Carbon is the seller or whether it is a third party seller) shall
at all times remain exclusively liable for the products they sell on the
marketplace; and
o
14.1.3. in the event
that there is an issue arising from the purchase of a product on the
marketplace the buyer should seek recourse from the relevant seller of the
product by following the process set out in blue carbon’s DISPUTE RESOLUTION POLICY
14.2. We commit to ensure that Jumia or third party sellers as applicable
submit information relating to their products on the marketplace that is
complete accurate and up to date and pursuant thereto:
o 14.2.1. the relevant seller warrants and
represents the completeness and accuracy of their information published on our
marketplace relating to their products;
o 14.2.2. the relevant seller warrants and
represents that the material on the marketplace is up to date; and
o
14.2.3. if a buyer has
a complaint relating to the accuracy or completeness of the product information
received from a seller (including where Jumia is the seller) the buyer can seek
recourse from the relevant seller by following the process set out in the blue carbon’s DISPUTE
RESOLUTION POLICY.
o
14.3. We do not warrant or represent that the marketplace will operate without
fault; or that the marketplace or any service on the marketplace will remain
available during the occurrence of events beyond Blue Carbon control (force
majeure events) which include but are not limited to; flood drought earthquake
or other natural disasters; hacking viruses malware or other malicious software
attacks on the marketplace; terrorist attacks civil war civil commotion or
riots; war threat of or preparation for war; epidemics or pandemics; or
extra-constitutional events or circumstances which materially and adversely affect
the political or macro-economic stability of the territory as a whole.
14.4. We reserve the right to discontinue or alter any or all of our
marketplace services and to stop publishing our marketplace at any time in our
sole discretion without notice or explanation; and you will not be entitled to
any compensation or other payment upon the discontinuance or alteration of any
marketplace services or if we stop publishing the marketplace. This is without
prejudice to your rights in respect of any unfulfilled orders or other existing
liabilities of Blue Carbon.
14.5. If we discontinue or alter any or all of our marketplace in circumstances
not relating to force majeure we will provide prior notice to the buyers and
sellers of not less than fifteen (15) days with clear guidance on the way
forward for the pending transactions or other existing liabilities of Blue
Carbon.
14.6. We do not guarantee any commercial results concerning the use of the
marketplace.
To the maximum extent permitted by applicable law and subject to section 15.1
below we exclude all representations and warranties relating to the subject
matter of these general terms and conditions our marketplace and the use of our
marketplace.
15. Limitations and exclusions of liability
15.1. Nothing in these
general terms and conditions will:
o 15.1.1. limit any liabilities in any way that
is not permitted under applicable law; or
o 15.1.2. Exclude any liabilities or statutory
rights that may not be excluded under applicable law.
15.2. The limitations and exclusions of liability set out in this section 15
and elsewhere in these general terms and conditions:
o 15.2.1. are subject to section 15.1; and
o 15.2.2. govern all liabilities arising under
these general terms and conditions or relating to the subject matter of these
general terms and conditions including liabilities arising in contract in tort
(including negligence) and for breach of statutory duty except to the extent
expressly provided otherwise in these general terms and conditions.
15.3. In respect of the services offered to you free of charge we will not be
liable to you for any loss or damage of any nature whatsoever.
15.4. Our aggregate liability to you in respect of any contract to provide
services to you under these general terms and conditions shall not exceed the
total amount paid and payable to us under the contract. Each separate
transaction on the marketplace shall constitute a separate contract for the
purpose of this section 15.
15.5. Notwithstanding section 15.4 above we will not be liable to you for any
loss or damage of any nature including in respect of:
o 15.5.1. any losses occasioned by any
interruption or dysfunction to the website;
o 15.5.2. any losses arising out of any event or
events beyond our reasonable control;
o 15.5.3. any business losses including (without
limitation) loss of or damage to profits income revenue use production
anticipated savings business contracts commercial opportunities or goodwill;
o 15.5.4. any loss or corruption of any data
database or software; or
o 15.5.5. any special indirect or consequential
loss or damage.
15.6. We accept that we have an interest in limiting the personal liability of
our officers and employees and having regard to that interest you acknowledge
that we are a limited liability entity; you agree that you will not bring any
claim personally against our officers or employees in respect of any losses you
suffer in connection with the marketplace or these general terms and conditions
(this will not limit or exclude the liability of the limited liability entity
itself for the acts and omissions of our officers and employees).
15.7. Our marketplace includes hyperlinks to other websites owned and operated
by third parties; such hyperlinks are not recommendations. We have no control
over third party websites and their contents and we accept no responsibility
for them or for any loss or damage that may arise from your use of them.
16. Indemnification
16.1. You hereby
indemnify us and undertake to keep us indemnified against:
o 16.1.1. any and all losses damages costs
liabilities and expenses (including without limitation legal expenses and any
amounts paid by us to any third party in settlement of a claim or dispute)
incurred or suffered by us and arising directly or indirectly out of your use
of our marketplace or any breach by you of any provision of these general terms
and conditions or the Jumia codes policies or guidelines; and
o 16.1.2. any VAT liability or other tax
liability that we may incur in relation to any sale supply or purchase made
through our marketplace where that liability arises out of your failure to pay
withhold declare or register to pay any VAT or other tax properly due in any
jurisdiction.
17. Breaches of these general terms and
conditions
17.1. If we permit the
registration of an account on our marketplace it will remain open indefinitely
subject to these general terms and conditions.
17.2. If you breach these general terms and conditions or if we reasonably
suspect that you have breached these general terms and conditions or any Blue
Carbon codes policies or guidelines in any way we may:
o 17.2.1. temporarily suspend your access to our
marketplace;
o 17.2.2. permanently prohibit you from
accessing our marketplace;
o 17.2.3. block computers using your IP address
from accessing our marketplace;
o 17.2.4. contact any or all of your internet
service providers and request that they block your access to our marketplace;
o 17.2.5. suspend or delete your account on our
marketplace; and/or
o 17.2.6. commence legal action against you
whether for breach of contract or otherwise.
17.3. Where we suspend prohibit or block your access to our marketplace or a
part of our marketplace you must not take any action to circumvent such
suspension or prohibition or blocking (including without limitation creating
and/or using a different account).
18. Entire agreement
18.1. These general
terms and conditions and the Blue Carbon codes policies and guidelines (and in
respect of sellers the seller terms and conditions) shall constitute the entire
agreement between you and us in relation to your use of our marketplace and
shall supersede all previous agreements between you and us in relation to your
use of our marketplace.
19. Hierarchy
19.1. Should these
general terms and conditions the seller terms and conditions and the Blue
Carbon codes policies and guidelines be in conflict these terms and conditions
the seller terms and conditions and the Blue Carbon codes policies and
guidelines shall prevail in the order here stated.
20. Variation
20.1. We may revise
these general terms and conditions the seller terms and conditions and the Blue
Carbon codes policies and guidelines from time to time.
20.2. The revised general terms and conditions shall apply from the date of
publication on the marketplace.
21. No waiver
21.1. No waiver of any
breach of any provision of these general terms and conditions shall be
construed as a further or continuing waiver of any other breach of that
provision or any breach of any other provision of these general terms and conditions.
22. Severability
22.1. If a provision
of these general terms and conditions is determined by any court or other
competent authority to be unlawful and/or unenforceable the other provisions
will continue in effect.
22.2. If any unlawful and/or unenforceable provision of these general terms and
conditions would be lawful or enforceable if part of it were deleted that part
will be deemed to be deleted and the rest of the provision will continue in
effect.
23. Assignment
23.1. You hereby agree
that we may assign transfer sub-contract or otherwise deal with our rights
and/or obligations under these general terms and conditions.
23.2. You may not without our prior written consent assign transfer
sub-contract or otherwise deal with any of your rights and/or obligations under
these general terms and conditions.
24. Third party rights
24.1. A contract under
these general terms and conditions is for our benefit and your benefit and is
not intended to benefit or be enforceable by any third party.
24.2. The exercise of the parties' rights under a contract under these general
terms and conditions is not subject to the consent of any third party.
25. Law and jurisdiction
25.1. These general
terms and conditions shall be governed by and construed in accordance with the
laws of the territory.
25.2. Any disputes relating to these general terms and conditions shall be
subject to the exclusive jurisdiction of the courts of the territory.
26. Our company details and notices
26.1. You can contact
us by using the contact details listed in Appendix 1.
26.2. You may contact our sellers for after-sales queries including any
disputes by requesting their contact details from the Blue Carbon in accordance
with the DISPUTE
RESOLUTION POLICY pursuant to
which Blue Carbon shall be obliged to ensure that the seller is clearly
identifiable.
26.3. You consent to receive notices electronically from us. We may provide all
communications and information related to your use of the marketplace in
electronic format either by posting to our website or application or by email
to the email addresses on your account. All such communications will be deemed
to be notices in writing and received by and properly given to you.