TERMS OF USE OF THE WEBSITE FOR VENDORS

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OUR WEBSITE.

Introduction

These Terms of Use (“Agreement”/“Terms”) constitute a legally binding and enforceable agreement between Build Africa Company Limited, a limited liability company with its principal offices in Lagos, Nigeria ( “Build Africa”, “our”, “us”, “we” or “Company”), and you, (“you”, “Vendor” “your”) the Vendor of products on our website: www.buildafrica.store (“Website”).

By using this website, you unconditionally agree to abide by and be bound by these Terms. If you do not agree to be bound by and comply with all of these Terms, you will not be onboarded as a Vendor on the website. If you are not eligible or authorised to be bound by these Terms, please do not click on the “I agree” button.

We may update these Terms from time to time, and will always notify you of such updates. If you do not agree to, or cannot comply with, the Terms as amended, you should not use the Website. You will be deemed to have accepted these Terms as amended if you continue to use the Website after any amendments are made.

Who We Are

Build Africa Company Limited is a business organization offering digitalized solutions in the construction and real estate industry through its website- www.buildafrica.store (“Website”). Via the Website, we provide instant and seamless access to buying and selling of building materials in Africa.
Intended Users
1. The Website is available, but not limited, to merchants, vendors, SMEs, agents, FMCG distributors, and micro businesses registered to sell items on the Website.
2. When you access and use the Website, you:
  1. consent to the processing of your information in the manner provided in our Privacy Policy;
  2. confirm that any and all registration information you submit is truthful and accurate and you will maintain the accuracy of such information;
  3. confirm that your use of the Website will not violate any applicable law, regulation, order or guideline.
Disclaimer
1. Your use of the Website is at your sole discretion.
2. If you use and/or access the Website on or from an Android device which you or someone else rooted or from an iOS device which you or someone else jail broke, Build Africa will not be responsible for the security of your data, including your personal information, and you will bear all responsibility for any breach, illegal access, loss and/or corruption of such data.
3. We make no representations or warranties whatsoever in respect of the information provided on the Website. Information may be provided by third parties, including vendors and other users of the Website. We cannot accept any liability whatsoever in respect of any such content which is provided by third parties and other users of the Website.
4. Any actions you take based on content, notifications and other information provided on the Website are at your sole risk. You should always verify the accuracy of any information obtained from the Website.
5. To the extent permitted by law, we will not bear any liability for any direct, indirect, or consequential loss, harm or damage whatever arising out of or associated with the use of the Services provided by independent third parties on or via the Website.
Registration and account
1. You are required to register an account with us and provide the following in furtherance of your registration:
  1. Full name;
  2. Email address;
  3. Phone number; and
  4. Password.
Vendor’s Responsibility
1. You agree that:
  1. you will keep your account details confidential;
  2. you will immediately notify us in writing if you become aware of any unauthorized disclosure of your account details;
  3. you will be fully responsible for any activity conducted on the Website as a result of a disclosure of your account details;
  4. your account shall be managed solely by you or any of your authorised representatives, and will not be assigned to a third party. You will be responsible for any liability arising from the assignment of your account to a third party or the operation of same by an unauthorized person;
  5. you will not impersonate another person or entity or otherwise misrepresent your affiliation with any person or entity, and/or use or access another vendor’s account with or without permission;
  6. you will not violate the legal rights of other users of the Website, by defaming, abusing, stalking or threatening other vendors on and users of the Website;
  7. you will not infringe on the intellectual property rights, privacy rights, or moral rights of any third party;
  8. you will not post or transmit any content that is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized; or further such activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
  9. You will not publish falsehoods or misrepresentations on and in respect of the Website;
  10. you will not post or transmit any content that is (or reasonably should be understood to be) libelous, defamatory, obscene, offensive (including material promoting or glorifying hate, violence, or bigotry or otherwise inappropriate to the community ethos of Build Africa);
  11. you will not collect or mine data relating to other users of the Website;
  12. you will not interfere or attempt to interfere with the proper working of the Website or otherwise disrupt the operations or violate the security of the Website. Violations of system or network operation or security may result in civil or criminal liability.
2. You agree to comply with all your responsibilities and obligations contained in these Terms. We will investigate possible occurrences of any violations, and we may involve the law enforcement authorities in prosecuting anyone involved with such violations.
3. You agree to provide us with all such information and documentation and access to your business premises as we may require in order to verify your adherence to and performance of your obligations under these Terms. It will constitute a breach of these Terms by you if we are unable to verify or authenticate any information you provide.
4. Non-enforcement of any of the above terms, or our failure to act with respect to a breach by you does not constitute consent or waiver, and we reserve the right to enforce such terms at our sole discretion. Specifically, no waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Nothing contained in this Agreement shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.
5. We reserve the right to suspend or cancel your account at any given time at our discretion where you are in breach of these Terms.
6. You may delete your account with us provided that you duly notify us of same by email.
Listing on the Website and Sale
1. It will be your responsibility to list your products and materials on the Website. Your listing of your products will in this regard, include the price, detailed specifications, information, and images of the products.
2. You further agree that:
  1. you will procure all licenses as may be required for the sale of your products on the Website; and
  2. where applicable, you will register with all tax authorities and render all tax returns to the appropriate authorities.
3. You agree that regardless of our approval of any listing on the Website, you will be fully responsible for the listing.
4. You acknowledge that we are not the producers of your products and we only provide you with a platform to sell them. Accordingly, you are not employed by Build Africa or any of its affiliates, and the sale of your products on the Website is solely as an independent person/entity. Furthermore, you will be solely responsible to a buyer in respect of the quality of the products delivered.
5. In selling your products on the Website, you will be required to provide us with photos, animations, models, or videos (jointly referred to as, “images”) which will be used in advertising your products for sale on the Website. You warrant that such images will not be an infringement to the intellectual property rights of any person whatsoever.
6. We reserve the right to delete, unpublish, reject any listing that is in breach of these Terms.
7. Upon being notified of an order for the supply of the listed products, you will be required to agree to a Vendor’s Terms of Sale, which will govern your sale of the products to us.
Payment of Tax
1. The prices of your products and materials as displayed on the Website shall be inclusive of Value Added Tax and other applicable taxes. Accordingly, you will have the responsibility to pay all taxes applicable to the sale of your products to us, and for the filing of returns of the taxeswith the appropriate tax authorities.
2. You will indemnify and hold us harmless of any claim made against us by the tax authorities in respect of any taxes payable on your products or materials.
3. You will provide us with all necessary information and documents as may be requested for the purpose of identification and compliance with your tax obligations.
Vendor’s Code of Conduct
1. You are required to adhere to all relevant provisions of these Terms and Conditions.
2. You represent and warrant that all information you provide to us will be true, accurate, current and complete. You will maintain the accuracy of such information and promptly update same.
3. You will inform us of any changes which you need to make with relation to the product that will affect customers shopping experience.
4. You may not engage in any misleading, inappropriate, or offensive behaviour. This applies to all your activities on the Website, including:
  - information provided on your account;
  - information provided in listings, content or images; and
  - communication between you and Build Africa.
5. Images used in advertising your product listings, as well as product descriptions, must accurately reflect the quality and condition of your product. Build Africa reserves the right to request products be uploaded with a minimum number of images of a certain format, size and resolution.
6. You will always ensure that your products to be sold to our customers are in good condition, of a high quality, and must always be fit for purpose.
Delivery of Products
1. Items ordered from you shall be delivered to us. Where approved by us, you may also deliver the items directly to the customer, using your preferred delivery partners.
2. Where the products are to be delivered through our delivery partner:
  - You will be required to send the purchased products to our chosen delivery partner’s drop-off point.
  - Our delivery partner may inspect the products and note the state in which they were received.
  - We will take out a Goods-in-Transit insurance policy with our insurance partner, which will ensure that the purchased products are insured against any damage occurring to the goods while in transit.
3. Where the goods are to be delivered by you, you will be responsible for any damage which may occur to the goods while in transit.
4. You may engage our insurance partner to provide you with Goods-in-Transit insurance coverage, where you opt to deliver the goods to the purchaser.
Prohibited Vendor Activities and Actions
- trick, defraud, or mislead us and other users.
- misrepresent any information provided to us.
- use the Website in a manner inconsistent with any applicable laws or regulations.
- disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website.
- falsely imply a relationship with us or another company with whom you do not have a relationship.
- Solicit our customers to engage in transactions outside of this Website. In the event that you solicit a customer for a transaction outside of this Website, Build Africa shall not be liable in any way, shape, form, or manner to you or to the customer.
Charges and Payment
1. All proceeds of any sale concluded by you on this Website shall be paid, directly to your bank account provided by your registered contact person at registration.
2. We will only disburse any amount due to you after within 24 hours of the customer receiving the products, without initiating a dispute in respect of the quality or quantity received. Where the customer initiates dispute, then payment will only be disbursed 2 days after any such dispute is resolved. In the event that we are unable to resolve a dispute with the customer, and the customer initiates a return/refund procedure, then you will not be entitled to receive any payment. Also, if we determine that your account has been used to engage in fraud or other illegal activity, remittances and payments due to you might be withheld or forfeited.
3. Where you are approved to receive advance payment, payment to you will be governed by the Vendors Advance Payment Policy.
4. You agree that an agreed commission which will be a portion or percentage of of the sales price is payable to us on all your products sold via this Website.
5. All payments to be disbursed to you shall be less our commission, as well as any fees, charges, penalties, refunds and any other amounts that you owe to us in respect of any business whatsoever.
Representations and Warranties

You hereby represent and warrant that:
1. you will undertake such due diligence as is required for the sale of your products.
2. your products shall be in good condition and fit for purpose.
3. you will comply with any applicable laws and regulations in the performance of your obligations hereunder.
Insurance

You hereby agree to maintain an insurance policy with a reputable insurance company acceptable to us in respect of your liabilities under these Terms.
License
1. We hereby grant you a limited, non-exclusive, non-assignable, non-sublicensable license to access and use the Website, and any user guides or specifications subject to the terms and conditions of these Terms.
2. Under this license, except as and only to the extent any of the following restrictions are prohibited by applicable law or any of the restricted activities are permitted by the licensing terms of any open-sourced components incorporated into the Website, neither you nor any of your authorised representatives may:
  1. copy, decompile, reverse engineer, disassemble, derive the source code of the Website, any updates relating to the Website, or any part of the Website or updates, nor may you attempt to do any of the foregoing;
  2. copy, modify, or create derivative works from the Website, updates, or any part of the Website;
  3. remove or copy any copyright material or other proprietary notices from the Website;
  4. transfer the content or materials from the Website to anyone else or “mirror” the same on any server;
  5. circumvent, disable, or otherwise interfere with security-related features of the Website;
  6. use any robot, spider, site search or retrieval service; or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Website;
  7. harvest, collect or mine information about other users of the Website;
  8. post or transmit any virus, worm, Trojan Horse, or other harmful or disruptive element onto the Website;
  9. violate any applicable law, rule, or regulation in using the Website;
  10. use any logo or other proprietary graphic or trademark of Build Africa without express written permission.
3. In the event of a violation of any of these restrictions (as determined by us), the license granted hereunder will be automatically revoked, and you may be liable to prosecution by the relevant law enforcement agencies and/or to compensate us in damages.
Intellectual Property
1. We own the copyright and other intellectual property rights in the Website, the Build Africa mark, logo, combined mark and logo and other marks indicated on the Website (“the Build Africa IPR”).
2. You shall not copy, distribute, further develop, reproduce, re-publish, modify, alter, download, post, broadcast, transmit or make any business use of the Build Africa IPR. You must not remove, alter or conceal or obscure any copyright, trademark, service mark or other proprietary notices regarding the Build Africa IPR.
Vendor Support
1. All complaints, inquiries and requests with respect to use of the Website may be communicated to us via the following channels:
  1. Email: vendors@buildafrica.co
  2. Phone number: +234 704 700 0227, +234 704 700 0228 or +234 704 700 0229
2. We shall use our best efforts to promptly respond to and/or address any complaints, inquiries and requests.
Third-Party Sites & Open-Source Software
1. The Website may contain links to other independent third-party websites (“Third Party Sites”). Third-Party Sites are not under our control, and we are not responsible for and do not endorse their content.
2. If any open-source software is included in the Website, the terms of an open-source license may override some of the terms set out in this section.
Indemnification

You agree to indemnify Build Africa and undertake to keep Build Africa, its staff and affiliates indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) arising out of any breach by you of any provision of these Terms, or arising out of any claim that you have breached any provision of these Terms, including your supply of materials of inferior quality. You will indemnify and hold Build Africa harmless from and against any claim, suit or proceedings brought against Build Africa arising from or in connection with violations of the Build Africa Intellectual Property or other rights of third parties in relation to your use of the Website.
Confidentiality and data privacy
1. All information and documents concerning the conduct of business pursuant to these Terms, 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 Build Africa’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Build Africa’s confidential information without our prior written consent.
2. You will be directly responsible to buyers for any misuse of their personal data.
3. If Build Africa is sued, fined, or otherwise incurs expenses as a result of your handling of personal data obtained through the Website, you will be responsible for, and will indemnify Build Africa in respect of same.
Complaints and Disputes
1. If you have any formal complaint about the Website, we would like to resolve it as soon as possible. Please tell us about your complaints through the channels provided herein as soon as you can so that we can attend to them.
2. If we are unable to resolve a disagreement, arising out of this Agreement, amicably, either of us can refer the dispute to the Lagos Multi-Door Courthouse (LMDC) for mediation, which shall be conducted in accordance with the LMDC Mediation Procedure Rules or such other mutually agreed rules)
3. If for any reason, the dispute is not resolved by mediation, either of us may refer the dispute to any competent court of law in Nigeria.
4. These terms are governed by Nigerian law and the Nigerian courts shall have exclusive jurisdiction to hear any claim arising out of or in connection with these Terms or the use of the Website.
Termination
1. These Terms are effective until terminated by either you or us.
2. You may request termination of your account at any time, in which event you:
  1. will be required to discontinue any further use of the Website; and
  2. must have paid for any services we had rendered prior to the termination.
3. If you violate these Terms, any permission and/or license(s) granted hereunder for the use of the Website, will automatically terminate.
4. We may, in our sole discretion, terminate these Terms and your access to any or all of the Website, at any time and for any reason.
5. Termination of these terms shall be subject to any portions hereof that impliedly survive expiration or termination.
Entire Agreement

These Terms, together with the other policy documents on this Website, constitute the entire agreement between you and us pertaining to the use of the Website. Anything contained in or delivered through the Website that is inconsistent with or conflicts with these Terms is superseded by these Terms.
Severability

If any of the provisions of these Terms are held not to be enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be amended, limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
Assignment

You agree that these Terms and all incorporated agreements between you and us may be assigned by us, in our sole discretion to any third party.

Categories

TERMS OF USE OF THE WEBSITE FOR VENDORS

Introduction

Who We Are

Intended Users

Disclaimer

Registration and account

Vendor’s Responsibility

Listing on the Website and Sale

Payment of Tax

Vendor’s Code of Conduct

Delivery of Products

Prohibited Vendor Activities and Actions

Charges and Payment

Representations and Warranties

Insurance

Intellectual Property

Vendor Support

Third-Party Sites & Open-Source Software

Indemnification

Confidentiality and data privacy

Complaints and Disputes

Termination

Entire Agreement

Severability

Assignment

Corporate

Services

Products

Transportation & Delivery

Website