Terms and Conditions for the Vapofoods
You confirm that you have had an adequate opportunity to read and understand the terms and conditions, and that you are aware of all the terms printed in bold. Please contact us if you need further explanation of anything referred to herein or related to the use of Vapofoods applications and website. You may contact us at our email address [email protected] or call our helpline- 08028411076.
By using the Vapofoods, you unconditionally agree to be bound by laws, rules, regulations and official issuances applicable on the matter, now existing or which may hereinafter be enacted, issued or enforced. These terms and conditions comprise the agreement between Vapo Africa Tech Integrated Limited and the Merchant in connection with the display of its goods and services on the Vapofoods.
“Account” means the unique user identification and password assigned to each Merchant by Vapofoods for use on any of the Platform.
“Agreement” means these Terms and Conditions and any annexures hereto,
“Commencement Date” means the date the Merchant agrees to the Terms and Conditions by ticking the box provided below for such agreement.
“Intellectual Property” means “any patent, copyright, registered design, trademark or other industrial or intellectual property right in respect of the Platform and/or any other applications.
“Merchant, Vendor or Company” means the service providers on Vapofoodsdesirous of displaying its goods and services on the Vapofoods
“Client, Customer or User” means the service providers on Vapofoodsdesirous of displaying its goods and services on the Vapofoods
“Parties” means Vapo Africa and the Merchant(s) registered on the Vapofoods Platform.
“Services” mean features provided by Vendors on the Platform and all other aspects of the Platform including Merchant user content which may be subject to change from time to time.
“Vapofoods /Platform” means the Vapofoods app \ web services where Merchants can display their goods and services for the general public to view,purchase and delivery same.
“Merchant, Vendor or Vendors” means the service providers on Vapofoodsdesirous of displaying its goods and services on the Vapofoods
“App page” means the space provided by and allocated to the Merchant on the app Platform/s where a Merchant can display its Products for the general public to view and purchase same.
“Webpage” means the space provided by and allocated to the Merchant on the Platform where a Merchant can display its Products for the general public to view and purchase same.
“App/Website Manager” means a designatedmanager appointed by Vapofoods to audit or carry out other services on the all Platform on a periodic basis or as directed by Vapofoods from time to time.
Commencement Date and Tenure This Agreement shall take effect from the Commencement Date hereof and shall continue and be in force until terminated in line with the provisions of this Agreement.
OBLIGATIONS OF THE MERCHANT
The Merchant shall establish and maintain its Vapofoods store, including the contents of same in line with the terms of this Agreement and as specified by Vapofoods from time to time.
The Merchant shall ensure that information provided is accurate and complete and in the form specified by Vapofoods from time to time.
The Merchant shall keep its Account information and password confidential and shall promptly notify Vapofoods of any unauthorized use of its Account.
The Merchant shall be available upon request by Vapo Africa to resolve any issues relating to its store and resolution of complaints and disputes from individuals patronizing the Merchant.
The Merchant shall comply with requests from Vapo Africa to conduct due diligence and establish the true identity, nature, ownership, source of funds, operational and transaction history of its business
The Merchant of delivery services shall publicly disclose on its store its delivery, fulfillment and policies and also ensure that it is at all times compliant with same.
The Merchant is prohibited from the display, sale of any products that is not foods/delivery related or engagement in any activity that is racial or discriminatory or declared illegal under the Law including but not limited to narcotics, hard drugs, firearms, tobacco or tobacco products, armament productions, casino or companies where the principal source of income is gambling, Immoral and illegal activities, including but not limited to the display of pornographic photographs or materials or the sale of pornographic products, production or activities involving harmful or exploitative forms of forced labor and/or child labor, trade in wildlife or wildlife products that have been expressly prohibited by Law for public sale, production or trade in radioactive materials, unbounded asbestos fibers, and hazardous chemicals; and investments harmful to the environment or any item which may cause public offence or has been expressly prohibited by Law.
- The Merchant shall not access, tamper with, or use non-public areas of the Platform which the Merchant has not been granted access; or interfere with, disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services; or commit any act of breach or otherwise circumvent any security or authentication measures;
The Merchant shall ensure that sizes of the images pasted on itspage shall be as prescribed by Vapofoods from time to time to ensure that the Platform functions at optimal capacity.
The Merchant shall ensure that commission term and conditions are accepted and this commission is deducted at source from payment made by clients for goods and \ or services by Vapofoods through the payment portal
The Merchant shall ensure the safety and security of all data or any information stored on its store page
In addition to the obligations listed above, the Merchant shall be held by all other Fees, Rules & Regulations stipulated by Vapofoods as concerns payments, operations, refunds, and fulfillment. Please visit the following link for details of this:
OBLIGATIONS OF VAPOFOODS
Vapofoods shall be responsible for the provision of the platform for services and shall grant the Merchant access to the use of the platform provided that the Merchant is in compliance with the terms of this Agreement.
Vapofoods shall provide parameters for the provision of images and videos of the Products to be displayed on the Platform and the content of the information to be uploaded on the app Platform and Webpage
Vapofoods shall as much as it is within its ability, endeavor to provide necessary administrative and technical support for the Platform.
Vapofoods may revise the terms and conditions of this Agreement from time to time.
REPRESENTATION AND WARRANTIES
The Merchant hereby represents and warrants to Vapofoods as follows:
That the Merchant is duly incorporated, validly existing and in good standing under the laws of Nigeria and has the legal authority to enter into this Agreement
That the Merchant has the requisite skills, experienced management, certified personnel and technology to execute the services stated herein.;
That all the information relating to the Merchant or otherwise relevant to the matters contemplated by this Agreement which have been provided to Vapofoods by the Merchant are true and correct in all respect and shall notify Vapofoods of any material change in such information;
The Merchant represents that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to the Services
EVENT OF DEFAULT
The following and a breach of any of the terms of this Agreement by the Merchant shall constitute an event of default under this Agreement:
If any representation, warranty or statement made or deemed to be made by the Merchant is or proves to have been incorrect or misleading in any material respect;
If any corporate action, legal proceedings or other procedure or step is taken against the Merchant;
If any event, fact or circumstance which has or could in the opinion of Vapofoods be likely to have a material adverse effect on the ability of the Merchant to perform any of its obligations under this Agreement;
Any other reasons which in the sole opinion of Vapo Africa constitutes an event of default and such decision is taken in the best interest of the general public.
In the event of any default of any obligation by the Merchant pursuant to this Agreement, Vapofoods reserves the right to terminate this Agreement immediately without notice and Merchants shall lose their access to their page and Services therein terminated immediately.
Without prejudice to any remedy or right reserved by the Parties, Vapofoods may terminate this Agreement or suspend the Merchant's access to the Services at anytime without notice to the Merchant for the violation of any of the terms of this Agreement.
The Merchant shall give Vapofoods a 7-day notice of its intention to discontinue the use of the Services.
This Agreement shall automatically terminate if:
The Merchant is wound up or goes into liquidation or for any reason ceases or threatens to cease to carry on its business or transfers its business;
The obligations of the Merchant become prohibited by law or any other regulatory authority;
The Merchant fails to perform its obligations under this Agreement in accordance with the agreed terms and conditions of this Agreement and any further terms and conditions as may be advised by Vapofoods from time to time.
If any event or series of events occurs which may render the Merchant unable to comply with its obligations under the terms of this Agreement, or any other agreement between the Parties;
If the Merchant carries out any act that will or is likely to have a material adverse effect on the reputation, image and goodwill of Vapo Africa;
Upon termination of this Agreement, the Merchant shall return to Vapofoods all the properties and materials of Vapofoods that are in the Merchant's possession.
The Merchant recognizes and acknowledges that Vapofoods shall be providing the Services on the Platform on an “as is” basis.
The Merchant agrees to indemnify and keep Vapofoods indemnified against all losses, damages, claims, costs, adverse judgement, legal costs, professional or attorney's fees and other expenses of any nature whatsoever incurred or suffered by Vapofoods whether direct or consequential (including any economic loss on turnover, profit, business or goodwill) as a result of or in connection with or in any way related to the use of the Platform under this Agreement or the use of its website which users on the Platform may be directed to access and the Merchant shall be liable for any loss or damage suffered by Vapofoods as a result of such action and upon demand reimburse Vapofoods for any such loss or damages.
In the event of any proceeding, litigation or suit against Vapofoods by any regulatory agency or in the event of any court action or other legal or judicial proceeding challenging or otherwise arising out of any matter herein contemplated, the Merchant shall co-operate fully with Vapofoods in the preparation of the defense of such action or proceeding and also co-operate with Vapofoods and its attorneys, as may be required.
The foregoing indemnification obligations shall survive the termination of this Agreement.
The Merchant agrees that except as otherwise set forth herein, all right, title and interest in and to all registered and unregistered trademarks, service marks and logos, patent, patent applications and patentable ideas, inventions, trade secrets, proprietary information and know-how, registered and unregistered copyrights including without limitation to any forms, images, audio-visual displays, text, soft-ware and all other intellectual property, proprietary rights or rights related to intangible property which are used, developed, embodied in the Services are owned by Vapo Africa and agrees to make no claim of interest in or ownership of any such Vapofood's intellectual property. The Merchant further agrees that no title to Vapofood’s proprietary right is transferred to the Merchant, and that the Merchant does not obtain any rights, express or implied by use of the Platform.
The Merchant shall be authorized to use its trademarks on the Platform and shall not infringe on the rights of third parties. The Merchant agrees that the display of its products or designs on the Platform shall not infringe on the intellectual rights of any third parties and that it shall not rent, sell, resell, lease, sublicense or loan the components of the Service therefrom.
The Merchant shall establish an Account with Vapofoods for the products and services. Such Account shall not in any way be misleading, offensive or infringing. The Merchant shall be responsible for keeping its Account and password secure and prevent same from unauthorized use. The Merchant is responsible for all activities relating to its Account.
MANAGEMENT OF THE PLATFORM
Vapofoods shall appoint an App and awebsite Manager whose responsibility shall be to audit and maintain the Platform from time to time to ensure the Platform is being operated legally and that no offensive contents or images are posted on the Merchant'spage. The Manager reserves the right upon giving prior notice to Vapofoods to suspend or delete the page of any Merchant who breaches any term of this Agreement..
Vapo Africa shall provide sample images, videos, audio, text messages or any other items as may be needed to upload on the app/website.
ELIGIBILITY TO USE THE SERVICE
The Merchants represents that they are not less than 18 years of Age in the case of the Proprietor of a Business Enterprise or persons representing Merchants who are Limited Liability Companies are not less than 18 years of Age.
At Vapofoods, the privacy of your personal information is of top priority to us. We strive to provide an experience for Merchants where they can feel safe and secure to conduct business on our Platform.
We aim to explain to our Merchants what information we collect and how this information is utilized. Where we use techniques that gather information without your direct input, we will let our Merchants know and provide them options to limit this collection.We give our Merchants realistic choices about what information they may share with us and how that information is utilized.
As much as it is practicable, we will provide mechanisms where we can give our Merchants access to information related to their account and other interactions with the Vapo Platform. We want our Merchants to be able to easily correct that information if it is wrong or out of date.
We limit the sharing of Merchant personal information and let our Merchants know the circumstances where we could share outside of Vapo Africa, and choices about the extent to which that information is shared.
Vapofoods may provide the Merchant with its confidential information in oral or electronic form in furtherance of this Agreement. The Merchant agrees to keep any such confidential information confidential and not to disclose it to any third party, other than its employees and directors on a need-to-know basis, without the prior written consent of Vapo Africa, save as required by law or regulation. The confidential information shall exclude any information that is in the public domain in the same format or context. This clause shall survive the expiration or termination of this Agreement.
The Merchant acknowledges that the unauthorized disclosure of confidential information to a third party may cause loss or damage to Vapofoods. Accordingly the Merchant hereby indemnifies Vapofoods against any loss, claim or damage arising from a breach of the confidentiality obligations under this Agreement;
NON-ASSIGNMENT The Merchant hereby covenants that it shall not during the subsistence of this Agreement, assign all or any portion of its obligations under this Agreement to any other individual, body or corporation.
DISCLAIMERS AND LIMITATION OF WARRANTY AND LIABILITY
Except as expressly set forth above; Vapofoods or any of its agents make no warranty of any kind, express, implied or statutory regarding the Services or this Platform.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website nor do we commit to ensuring that the Platform remains available or un-interrupted, error free or that the material on the Platform is kept up-to-date or that all errors shall be corrected.
Notwithstanding anything to the contrary herein contained, neither Party shall be liable or responsible for failure to perform or delay in performance of any of its obligations under this Agreement if such failure or delay is due to or attributable to any act of God, war, warlike conditions, hostilities, riots, civil commotion, or any other cause or circumstance of whatsoever nature beyond the reasonable control of either Party. Such Force Majeure situation shall be notified to the other Party within 15 days from the occurrence of the same. If such situation continues for a period of 3 months the other party shall be entitled to terminate the Agreement on the expiry of the said period after duly intimating the same to the other Party;
If any provision of this Agreement is held by a court of law to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provision of this Agreement and without having any effect whatsoever on the validity or enforceability of this Agreement.
NIGERIAN LAW AND GENERAL PROVISIONS
This Agreement shall be governed by the laws of the Federal Republic of Nigeria and any disputes arising therefrom shall be subject to the Nigerian Courts.;
Vapo Africa and The Merchant hereby expressly acknowledge and agree that regarding the relationship between the parties created by this Agreement:
The parties are not, and shall not be deemed, joint ventures or partners;
The Merchant is not, and shall not be deemed, an agent of Vapofoods.
I (We) have read the Terms and Conditions as stated above and I (We) agree to its contents.
VAPOFOODS MERCHANT RULES & REGULATIONS
Payments, Settlement and Refunds
a) All payments will be subject to a 2.5% online commission/transaction fees (capped at N2, 000) to cover the stipulated gateway charges and commission to Vapofoods . This fee may be reviewed periodically as deemed fit by Vapofoods without recourse to the Merchant.
b) All payments received online will automatically be paid, released and sent to the Merchant stipulated account. Funds will be credited to the merchant’s account instantly through the partner gateway after the money has been received from the customer. It is mandatory that the merchant abide by the delivery timeline if they provide delivery services however delivery service merchants can be used and paid for separately on the platform.The receipt issued to the customer as Vapofoods require strict and prompt compliance of all order status updates from each merchant. This can be done using your merchant admin panel. Please note that unfulfilled transactions must be refunded in full.
c) All orders originating on the Vapofoods will now be covered under our Global Customer refund policy. Please visit the following link to view the following link for details of the Vapo Africa Marketplace refund policy
d) Acceptable reasons for refunds can include but are not limited to:
i) Purchased item does not match sellers’ description of the item/ image on merchant’s storefront.
ii) Non-receipt of the service ordered after payment has been made.
iii) Any other as decided by the Vapo Africa Marketplace administrator
e) A commission/transaction fee of 2.5% (up to a cap of N2,000) of the transaction amount may be charged for refunds instigated by the reasons below:
i) Undelivered service
ii) Product different from image on site
iii) Non-receipt of the goods ordered
iv) Any other reason as decided by the Vapofoods administrator
Storefront Management & Compliance
a) All products should be well described with details on specification, applicable to the service.
b) Merchant should ensure there is no misinterpretation of the product features captured on their storefront in terms of quality and usage
c) Upload clear and high-resolution photos for all your services.
d) Be sure to categorize your services properly as this will make them easier to find within our marketplace.
e) Merchants will be held responsible for misrepresentation of items and incorrect prices.
f) All service prices should be updated regularly and correctly discounted where a discount has been applied.
g) All prices of services once ordered or paid for are final.
h) Merchants should ensure product inventory on their stores are constantly reviewed to ensure the correct stock level is displayed.
i) Service variations that are not available should be reviewed and updated regularly.
j) Merchants are required to respond immediately to order and message notifications received on their storefront.
k) Our customer service team may want to reach out to you directly, so ensure the contact details on your storefront (telephone, email, and location) are correct, current and active.
l) Be sure that all order messages / enquiries on your storefront are attended to quickly and promptly. This would require having online real time access to your emails and telephone devices. Also, ensure that your sales team is prepped to manage your Vapo Africa Marketplace related orders, leads, enquires and interactions.
Ongoing Compliance: Merchants are responsible for reviewing all their storefront content on a weekly basis. In doing so, merchants are to ensure that their items are still available, pricing is up to date, and inventory quantities are current. If pricing of your items have changed, be sure to update it immediately.
GLOBAL RETURN POLICY
In line with our objectives of creating an optimal shopping experience for buyers on the Vapo Africa Marketplace platform, we have provided the following Global Return Policy to govern the circumstances under which buyers can be refunded following purchases on the platform.
a. Refund requests are only eligible for orders with payments made on Vapofoods
b. Buyers must initiate all refund requests within the permissible refund window, which is the period of time from when the order is placed to up 24 hours following fulfillment / delivery of the item(s).
c. Any requests received outside the permissible refund window will not be covered under the global refund policy and will be subject to each seller’s independent terms and conditions.
d. All refund requests must be registered on the platform by the buyer, alongside a listed reason for the refund request.
e. Acceptable reasons for refunds include but are not limited to:
i. Non-receipt / undelivered services
ii. Unavailability of item(s)/services
c. Order cancellation (within the permissible refund window)
f. All refunds are subject to concurrence from the merchant and approval from Vapofoods.
g. For returns/refunds initiated directly between the seller and the buyer, Vapofoods will not be held liable in the event that any disputes arise.
h. To the extent that a merchant offers their own return policy, the Vapofoodspolicy would prevail, except in cases where the nature of services being sold require distinct policies governing returns.