TERMS AND CONDITIONS 

Contents

1. Introduction
2. Registration and account
3. Terms and conditions of sale
4. Returns and refund
5. Promotions
6. Our rights to use your content
7. Use of the website and mobile applications
8. Copyright and trademark
9. Data privacy
10. Due diligence and audit rights
11. Springmall’s role 
12. Limitations and exclusions of liability
13. Indemnification
14. Breaches of these general terms and conditions
15. Entire agreement
16. Hierarchy
17. Variations
18. No waiver
19. Severability
20. Assignment
21. Third-party rights
22. Law and jurisdiction

 

1. Introduction

1.1 “SPRINGMALL” is the trading name for the company that operates an e-commerce platform  consisting of a website and mobile application

1.2 these general terms and conditions shall apply to buyers and sellers and govern the platform and related services.

1.3 By using our website, you accept these general terms and conditions in full. If you disagree with the terms and conditions of our company, you must not use our website.

1.4 If you use our website or mobile applications in the course of a business or other organizational project, then by so doing you:

1.4.1 bind both yourself and the person, company, or other legal entity that operates that business or organizational project, to these terms and conditions; and 

1.4.2 agree that ‘’YOU’’ in these terms and conditions shall reference both the individual user and the relevant person, company, or legal entity unless the context requires otherwise.

1.4.3 confirm that you have obtained the necessary authority to agree to these general terms and conditions.

1. Registration and account

2.1 You may not register with our company if you are not agreeing to these general terms and conditions.

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

2.3 if you register for an account with our website, you will be asked to provide an email address/user ID and password and you agree to;

2.3.1 keep your password confidential;

2.4 your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize the third party to manage your account on your behalf this shall be at your own risk.

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.

2.6 You may cancel your account on our website by contacting us.

 

1. Terms and conditions of sale

3.1 you acknowledge and agree that:

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

3.1.2 A contract for the sale and purchase of a product 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 the purchase via the website.

3.2 subject to these general terms and conditions, the seller’s terms of business shall govern the contract for the 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:

3.2.1 the price for the product will be as stated in the relevant product listing;

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

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

3.2.4 products must be of satisfactory quality, fit, and safe for any purpose specified in, and confirmed in all material respects to, the product listing and any other description of the product supplied or made available by the seller to the buyer; and

3.2.5 With 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 according to this agreement, and that the products are not subjected 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 rights to supply the digital products to the buyer.

3.2.6 The seller warrants that, where a product sold has such terms, the seller will provide detailed disclosure of the product terms and conditions, any applicable warranty, and other terms necessary to inform the buyer of the product and its usage in the specification section provided on each product page.

 

1. 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 website and mobile applications, as may be amended from time to time. Acceptance of returns shall be at our discretion, subject to compliance with applicable laws of the territory.

4.2 Refunds in respect of returned products shall be managed in accordance with the refund page. Our rules on refunds shall be exercised at our discretion, subject to applicable laws of the territory. We may offer refunds, at our discretion:

4.2.1 in respect of local and/or international shipping fees; and 

4.2.2 by way of vouchers, mobile money transfers, bank transfers, or such other methods as we may determine from time to time.

4.2.3 in respect of the product price.

4.3 Returned products shall be accepted and refunds issued by Carryon, acting on behalf of the seller. Notwithstanding paragraphs 4.1 and 4.2 above, in respect of digital products or services, Carryon shall issue refunds in respect of failures in delivery only. Refunds of payment for such products for any other reasons shall be subject to the seller’s terms and conditions of sale.

4.4 Changes to our returns page shall be effective in respect of all purchases made from the date of publication of the change on our website.

 

1. Promotions

5.1 Promotions and competitions run by Carryon and/or other promoters shall be managed in accordance with the Promotions Terms and Conditions, where applicable.

1. Rules about your content

6.1 In our terms and conditions, ‘’your content’’ shall mean:

6.1.1 all communications on the Springmall platform, including product reviews, feedback, and comments, and

6.1.2 all works and materials (including without limitation images, text, audio materials, graphics, video materials, scripts, software, and files) that you submit to us or our platform for storage or publication, processing by, or onward transmission.

6.2 You must not use our platform to link to other websites or web pages consisting of or containing material that would, were it posted on our platform, breach the provisions of these general terms and conditions.

6.3 Your content must 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:

6.3.1 any copyright, moral right, database right, trademark right, design, right in passing off, or intellectual property rights;

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

6.3.3 any contractual obligation owed to any person; or

6.3.4 any court order

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

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

6.4.2 depict violence in an explicit, graphic, or gratuitous manner; or

6.4.3 be blasphemous, in breach of religious hatred or discrimination legislation;

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

6.4.5 cause annoyance, inconvenience, or needless anxiety to any person; or 

6.4.6 constitute spam

6.5 You must not submit to our platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaints.

6.6 The review function on the platform 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.

6.7 You must not interfere with a transaction by; (i) contacting another user to buy or sell an item listed on the platform outside of the platform; or (ii) communicating with a user involved in an active or 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.

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

6.9 You acknowledge that all users of the platform are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. 

 

1. Use of the website and mobile applications.

7.1 In this section, you may;

7.1.1 view pages from our website 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 uses our platform services through a web browser.

7.2 unless you own or control the relevant rights in the material, you must not:

7.2.1 republish material from our website;

7.2.2 show any material from our website in public;

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

7.2.4 exploit material from our website for a commercial purpose; or

7.2.5 redistribute material from our website

7.3 You may only use our website for your own personal and business purpose in respect of selling or purchasing products on the platform.

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 Notwithstanding section 7.2, you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

7.6 We reserve the right to suspend or restrict access to our website, to areas of our website, and/ or to functionality upon our website.

7.7 You must not:

7.7.1 hack or otherwise tamper with our website;

7.7.2 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.

7.7.3 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 activity;

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

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

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

7.7.7 use our website to copy, store, host, transmit, send, use, publish, or distribute any material which consists of any spyware, computer virus, worm, keystroke, logger, or other malicious computer software;

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

7.7.9 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 express written consent;

7.7.10 use our website except by means of our public interfaces;

7.7.11 use data collected from our website for any direct marketing activity; or

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

 

1. Copyright and trademark

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 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 as such we cannot grant any license to exercise such rights.

 

1. Data privacy

9.1 Sringmall shall process all personal data obtained through the platform and related services in accordance with the terms of our privacy notice and cookie notice and Privacy Policy.

9.2 Buyers agree to the processing of their personal data in accordance with the terms of Springmall’s Privacy Notice and Cookie Notice.

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

 

1. Due diligence and audit rights

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

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

10.2.1 for the purpose of disclosure pursuant to a valid by a court or other governmental body; or

10.2.2 as otherwise required by law or applicable regulation.

10.2.3 in order to verify your adherence to, and performance of, your obligations under these terms and conditions.

 

1. Springmall’s role

11.1 you acknowledge that:

11.1.1 Sringmall facilitates a platform for buyers and third-party sellers or Springmall, where Springmall is the seller of a product;

11.1.2 the relevant seller o the product (whether Sringmall 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 platform; and

11.1.3 In the event that there is an issue arising from the purchase of a product on the platform, the buyer should seek recourse from the relevant seller of the product by following the process set out in Sprngmall’s Dispute Resolution Policy.

11.2 We reserve the right to discontinue or alter any or all of our platform services, and to stop publishing our platform, 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 platform services, or if we stop publishing the platform.

11.3 we commit to ensuring that Springmall, or third-party sellers as applicable, submit information relating to their products on the platform that is complete, accurate and up to date and pursuant thereto:

11.3.1 the relevant seller warrants and represents the completeness and accuracy of the information published on our platform relating to their products;

11.3.2 the relevant seller warrants and presents that the material on the platform is up to date; and

11.3.3 If a buyer has a complaint relating to the accuracy or completeness of the product information received from the seller, the buyer can seek recourse from the relevant seller by following the process set out in our Springmall’s Dispute Resolution Policy.

11.3.4 We do not warrant or represent that the platform will operate without fault; or that the platform or any service on the platform will remain available during the occurrence of events beyond Springmall’s control which includes but are not limited to; flood, drought, earthquake or other natural disasters.

11.3.5 If we discontinue or alter any or all of our platforms in circumstances not relating to force majeure, we will provide prior notice to the buyers and sellers of not less than fifteen days with clear guidance on the way forward for the pending transactions or other existing liabilities of Springmall.

]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 subjected 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 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 platform 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 losses occasioned by any interruption or dysfunction to the website;

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

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

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.

 

1.  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 platform or any breach by you of any provision of these general terms and conditions or the Springmall codes, policies or guidelines; and

13.1.2 any VAT liability or other tax liability we may incur in relation to any sale, or purchase made through our platform, 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.

 

1. Breaches of these general terms and conditions

14.1 If we permit the registration of an account on our platform 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 Springmall codes, policies or guidelines in any way we may:

14.2.1 permanently prohibits you from accessing our platform

14.2.2 temporarily suspend your access to our platform;

14.2.3 block computers using your IP address from accessing our platform;

14.2.4 suspend  or delete your account on our platform; and/or

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

 

1. Entire agreement

15.1 These general terms and conditions and the Springmall 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 platform and shall supersede all previous agreements between you and us in relation to your use of our platform.

 

1. Hierarchy

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

 

1. Variation

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

 

1. No waiver

18.1 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 of these general terms and conditions.

 

1. Severability

19.1 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.

 

1. Assignment

20.1 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.

20.2 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.

 

1. Third-party rights

21.1 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.

 

1. Law and jurisdiction

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

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