BANGA TERMS AND CONDITIONS OF SERVICE AGREEMENT
Welcome to Banga – a service of Rated Artisan Services Limited (also known as “Banga” “us” “we” “our”) website or app, www.banga.ng (and all pages attaching to and including this domain name) and our applications (each our "service"). This page (together with the documents referred to on it) tells you the terms and conditions on which our vendors supply any of their food, merchandise, medicines and groceries, beverages or other food items (the "food and groceries") listed on our site/app to you. Please read these terms and conditions carefully before ordering any food, merchandise, medicines and groceries from our site. By accessing our site/app and placing an order you agreed to be bound by these terms and conditions and our terms of use policy. "You", "Your" and "Customer" refers to the person using our service to place an order.
If you have any queries relating to these terms and conditions please contact us on the local franchise number shown before you place an order. If you do not accept any of these terms and conditions, we urge you not to use our service.
1. About Us
www.banga.ng is a services operated by Rated Artisan Services Limited also known as Banga ("we" or "us" or ), incorporated and registered Address E5-50, 9 Zaria Street, Garki II, Abuja, Nigeria Banga ( RC1446313 Rated Artisan Services Limited) is a business where the groceries and food is prepared by independent Vendors, which are not our direct business partners and delivered by an independent delivery company or personnel to you on behalf of the Vendors you may be placing your order(s).
2. Purpose
The purpose of Banga is to provide a simple and convenient service to you, linking you to the Vendors and menu of their choice and allowing you to order food, medicines, merchandise and groceries from them. Banga markets food. Medicines, merchandise and groceries on behalf of our Vendors, concludes orders on their behalf and then ensure orders are delivered to you through independent delivery companies.
3. Service Availability
Banga offers an ordering and delivery service (through independent delivery personnel) from various Vendors throughout and within Nigeria. Each Vendor displayed on our website or app, has a prescribed delivery area. This is to ensure that that food and groceries reach your door when they are at their best. If you live outside the delivery areas, a message will appear on screen notifying you that ordering online will not be possible in the area you asked for. We do not accept orders from individuals to a post code in which we do not have service. Operating hours will vary depending on local trading conditions and the availability of the Vendors. Please click on the relevant link to view the menus on our service, and then click on your chosen menu which will provide you with the option to submit your order to your chosen Vendors.
4. Orders
when you place an order through our service it is believed that you are of age (16 years), a confirmation email confirming the details of the order and your address details will be sent to us. The contract for the supply of any food and groceries you order through us will be between you and our independent delivery company or personnel. This contract will only be formed when you have been sent the confirmation email by us. You also will be able to see the status of the order by checking your order account or by visiting the link given in the confirmation email. Please ensure that you have given us a correct email address, as this is how we will communicate with you about your order. Please also ensure that you provide an accurate address and contact telephone number to ensure that your order arrive to you at the correct location. If you find any inaccurate information on the order confirmation, you should notify us as soon as possible. If within 10 minutes of our delivery drivers physically reaching your address, you do not open the door or respond to electronic or telephonic correspondence, we reserve the right to leave the premises. You will then be charged for the full value of the order. Banga seeks to provide the highest quality service and will be your first point of contact. In the unlikely event that there is a problem with your order, including matters regarding to food quality and/or temperature, you are only legally entitled to receive a replacement for the order you have made. We do monitor service standards very closely and it is of utmost importance to us that vendors comply with the high standards we expect. Please let us know if you have any comments relating to service or in respect of the order by contacting your local franchise manager via the contact information provided on the website/app.
5. Food Availability and Allergen Information
All food and groceries are subject to availability. Your selected Vendors may or may not offer an alternative for any food and groceries it cannot provide you with. All dishes may contain traces of some of following allergens: Wheat, Gluten, Peanuts, Nuts, Sesame Seeds, Celery, Soybeans, Milk, Eggs, Mustard, Lupin, Pork, Molluscs, Crustaceans, Fish, Sulphur Dioxide or Alcohol etc. Please note that if you are pregnant you may need to take caution when consuming any of the above dishes. It behoves on our customer to exercise caution in consuming our product with respect to allergen. For any questions regarding the allergen contents of specific dishes please contact the Vendors directly. If you have any allergic requirements please contact The Food Vendor through the details provided on the users platform, also utilize to your advantage the comment box on Banga App to make additional inquiries in cases of Allergy as Banga cannot guarantee that any of the food and groceries sold by our Vendors are free of allergens.
6. Sale of Alcohol
Alcoholic beverages may only be sold to persons over the age of 18 and proof of age may be required on delivery. The availability of alcohol is subject to the laws applicable to the concerned Vendors. It is a matter solely for the Vendors to determine whether alcoholic beverages can be sold to you. Banga reserves the right to refuse to deliver any alcohol to any person who does not appear to be over the age of 18, or who is, or appears to be, under the influence of either alcohol or drugs. By placing an order that includes alcohol, you confirm that you are at least 18 years old. By placing an order for alcohol you agree to provide us with proof of age if requested to do so.
7. Availability and Delivery
Our aim is to provide the best delivery service possible. However, very occasionally, things do not always go to plan and factors, such as traffic conditions and weather may prevent us from achieving our stated delivery times. We will do our best to ensure that your food and groceries is delivered by the time specified in the email / webpage / app. The timing of your order may also be determined by taking into account the volume of orders and the circumstances being faced by the Vendors, at that time.
8. Cancellations & Refunds
You have the right to cancel an order within a reasonable time and before the order becomes accepted, by contacting Banga through the advertised contact numbers or channels on the website/app. Banga Food Vendors will consider the first five minutes of a new order as a cooling off period. If you wish to cancel or amend your order you should call us within 5 minutes of the order being placed. Any order cancelled by you after it becomes an accepted order will be charged to you. Banga or Vendors will inform you when an order is cancelled. Any payment made by you prior to an order being cancelled by Banga or a Vendor, will usually be reimbursed using the same method you used to pay for your order, or in some cases by the convenient way of refund for Banga at a particular time.
All our card refunds may take up to 10 working days to return to your card account depending on the card provider. We aim to process all refund requests within 24 hours. We will notify you by email or by the contact number given on the order if there is any change in the refund process. If you have any questions or concerns relating to your refund you should contact Banga directly.
Banga is ultimately responsible for the processing of all refunds. Any refund requests or complaint that have not been actioned or managed, should be emailed to support@banga.ng
9. Price and Payment
The price of any food and groceries will be listed on our service. Prices include VAT. Prices will vary between vendor menus and are liable to change at any time. Changes made will not affect orders in respect of which you have been presented with a confirmation email. Except in the case where there is an obvious pricing mistake, whereby we will notify you as soon as possible about the pricing issue. We retain the right to cancel your order once we notify you of a mistake. Despite our best efforts, some of the food and groceries listed on our service may be incorrectly priced. Banga will normally verify prices as part of the order process. Payment for all food and groceries can be made via card or by cash on delivery, through our service. In case of card payment, once your order has been confirmed your credit or debit card will have been authorised and the amount marked for payment. Payment is made directly to Banga.
Deactivation and Termination of Account
Banga holds an exclusive right to terminate or block the account of the user anytime. If the user uses the Platform for any unsuitable purposes, then in such case, Banga shall terminate or block the user’s account without giving any prior notice to the user.
10. Our Liability
To the extent permitted by law, Banga provides our service and content on an "as-is" and "as available" basis. We make no representation or warranty of any kind, express or implied, regarding the content or availability of our service, or that it will be timely or error-free or that all defects will be corrected. Subject as provided below, neither Banga nor any Vendor shall have any liability to you for any direct, indirect, special or consequential losses or damages arising in contract, tort (including negligence) or otherwise arising from your use of or your inability to use our Service. In the event that Banga or Vendors are found to be liable to you, our total aggregate liability is limited to the purchase price of the order you have paid for. This does not include or limit in any way Banga or any Vendor's liability for any matter for which it would be illegal for us or it to exclude, or attempt to exclude, our or its liability, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
11. Events Outside of Our Control
No party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control including, without limitation, any of the following: Act of God, Governmental Act, War, Traffic, Fire, Flood, Explosion, or a Circumstantial or Civil Commotion. For the avoidance of doubt, nothing in Clause 11 shall excuse the Customer from any payment obligations under this agreement.
12. Waiver
Neither you, Banga nor the Vendors shall be responsible to the others for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control including, without limitation, any of the following: Act of God, Governmental Act, War, Traffic, Fire, Flood, Explosion, Circumstantial or Civil Commotion.
13. Severability
If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
14. Entire Agreement
These terms contain the whole agreement between the parties relating to its subject matter and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
15. Our Right to Vary Our Terms and Conditions
We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding to you.
16. Law and Jurisdiction
These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria
TERMS AND CONDITIONS OF SERVICE AGREEMENT FOR VENDORS
1. Contractual Relationship
Please read these terms and conditions carefully. These terms and conditions constitute a legally binding Agreement (together with the Enrollment Agreement, the “Agreement”) between you whether personally or on behalf of an entity acting as a food service provider (the “Vendor” or “you”) and Banga.ng (A service of Rated Artisan Services Limited, a company with its registered office at E5-50, 9 Zaria Street, Garki II, Abuja (RC1446313) or the relevant affiliate of Rated Artisan Services Limited, with whom you have signed the Enrollment Agreement (all or any of the foregoing, “ Banga”). For the purpose of this Agreement, references to “Affiliates”, includes Banga administrators, successors-in-interest, permitted assigns and affiliates.
This Agreement governs your use of the Banga application, website, call centre and technology platform collectively, the Banga Platform” or the “Platform”) which facilitates the listing, sale and delivery of Goods (as defined below) to Customers (as defined below) (“Platform Services”).
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE BANGA PLATFORM BANGA MERCHANT APPLICATION. Your access and use of the Banga Platform and the Food, Merchandise and groceries vendors Application constitute your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Banga. Banga may immediately terminate this Agreement with respect to you, or generally cease offering or deny you access to the Banga Platform and the Application or any portion thereof, at any time for any reason without notice.
Banga may amend this Agreement from time to time. Amendments will be effective upon Banga’s posting of an updated Agreement at this location. Your continued access or use of the Banga platform and/or the Food, merchandise and groceries vendors Application after such posting constitutes your consent to be bound by this Agreement, as amended. Banga may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving you, a Customer and/or a third-party transport provider and such information or data is relevant to the complaint, dispute or conflict.
2. Definitions
“Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, bylaw, consents and/or other law and any other instrument having the force of law in Nigeria as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed Nigeria; “ Delivery personnel” means an individual, validly registered on the Banga Platform, who is an independent contractor and is carrying out the delivery of Orders to Customers; “Commission Percentage” means the commission fee percentage with respect to each Order calculated on a Net Sales basis payable by you to Banga pursuant to the terms of the Enrollment Agreement;
“Customer” means a user who place orders through the Banga Platform; “Device” means an internet enabled mobile or tablet device capable of accessing the Food, Merchandise and groceries vendors Application; “Effective Date” means the execution date of the Enrollment Agreement; “Electronic Payment Mechanism” means the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Banga credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer;
“Enrollment Agreement” means this Agreement or the Food, Merchandise and Groceries Vendors Enrollment Agreement signed by you and Banga by which you agree to be bound by the terms of this Agreement; “Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances; “Goods” means any food and beverages items being sold by you to Customers as listed from time to time in a relevant Menu; “Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company.
“Information” means the information set out in, and to be provided in connection with, the Enrollment Agreement including any information which is supplied by you to Banga under or with respect to this Agreement such as the Menu, the price lists underlying the Menu, opening hours of the Vendors, delivery areas serviced by the Vendors and related delivery terms, and any other specific information the Vendors is requested by Banga to provide; “Menu” means any e-document or virtual page which sets out the Goods offered for sale by you to Customers together with related pricing and which is made available on the Banga Platform.
“Net Order Value” means the Order Value of a relevant Order, less the applicable Commission Percentage, any applicable payment gateway fees and any other taxes or charges due under this Agreement or the Enrollment Agreement; “Net Sales” means the net amount charged by the Vendors to any Customer that is attributable to an Order placed through the Banga Platform, excluding any VAT tax payable on the Goods and all discounts being offered by the Vendors on the Banga Platform; “Order” means an order made by a Customer on the Banga Application Platform for the purchase of Goods; “Order Value” means the total amount, which is payable by a Customer for the purchase of Goods with respect to each relevant Order; “Parties” means Banga and you ( food and groceries vendors); “ Vendors Application” means the Banga application (web-based or otherwise) which provides you with the ability to receive details and updates relating to Orders; “Service Operator” means a service operator working for Banga who is managing Orders received from Customers through the Banga Platform; “Services” means the receipt of Orders from, and delivery of related Goods to, Customers and related services; and “Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder.
3. Banga’s Obligations
3.1. Banga will display Information and your Menu on the Banga Platform at its discretion;
3.2. Banga will forward Orders placed by Customers to you via a Banga provided URL link and/or via the Food, merchandise and groceries vendors Application on a real-time basis;
3.3. Banga will not be responsible or liable for the (a) quality, quantity, descriptive accuracy and/or taste of the Goods advertised on the Platform; and/or (b) processing of the Orders which have been placed by the Customers with the Vendors on the Banga Platform; and/or (c) any failure on the part of the Vendors to comply with the special requests / instructions of a Customer where such requests and/or instructions have been communicated by the Customer at the time of placing an Order;
3.4. Banga will use delivery personals to deliver Orders to Customers;
3.5. Banga will handle any Customer Vendor complaint related to the Banga platform, the Vendors Application and/or the Device (in the event Banga has provided Vendors with that Device);
3.6. Banga will deactivate the Food, merchandise and groceries vendors’ account if the Food, merchandise and groceries vendors is found non-compliant with any Applicable Law;
3.7. Banga will be responsible for the costs of any discounted promotions offered by Banga with respect to Platform Services.
4. Vendors Obligations
4.1. Vendors shall treat Orders received from Customer ordering via the Banga platform with the same level of care, prep times, and attention, including providing the correct food and groceries items as per the Customer order and providing the right packaging to avoid spillage or destruction of ordered items, as it treats Customer orders received via its own sales channels or via any third party;
4.2. Vendors will ensure that the Information provided to Banga is up to date and accurate at all times;
4.3. Vendors will use the Vendors Application to make timely changes or updates to their Information, including but not limited to Menu items, Menu prices, operating hours and any other Information. If these changes cannot be made via the Vendors Application, Vendors will notify Banga by email of any changes and will provide 48 working hours’ notice for Banga to reflect such changes on the Banga platform. If Vendors fails to do so, Vendors shall pay to Banga the Commission Percentage on any orders placed by Customers that could not be processed due to outdated Vendors Information.
4.4. The Vendors will not require a minimum value with respect to any Order;
4.5. Vendors will accept all Orders placed by Customers within five minutes of the Order appearing on the Vendors Application and, in the event that the Vendors fails to do the same, it will be liable to pay to Banga the Commission Percentage on any Orders not accepted by the Food, merchandise and groceries vendors;
4.6. If Customer contacts Food, merchandise and groceries vendors to request any change or modification to an Order, Food, merchandise and groceries vendors will direct Customer to contact Banga directly;
4.7. The Food, merchandise and groceries vendors warrants that the Goods provided to Customers are: (a) of high quality and fit for human consumption; and (b) comply with all relevant local legislations, including all applicable food industry regulations including all packaging and labelling requirements required for Goods of that type;
4.8. The Food, merchandise and groceries vendors will contact Banga customer care if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order;
4.9. Food, merchandise and groceries vendors will ensure that the preparation time of an Order will not exceed 20 minutes from the acceptance time of the relevant Order;
4.10. Vendors will be responsible for all issues and costs associated with delayed delivery resulting from its failure to comply with such 20-minute preparation time including costs associated with compensating the Customer;
4.11. Food, merchandise and groceries vendors will not engage in any fraudulent activity or misuse any benefits extended by Banga to it or to Customers
4.12. Food, merchandise and groceries vendors will be responsible for the costs of any discounted promotion offered by the Food, merchandise and groceries vendors with respect to Goods Promo as agreed from time to time via email;
4.13. Vendors will not at any time offer by way of any medium a price for any food and beverage item which is lower than the then-current price of the applicable item set out in the Menu;
4.14. If the Vendors has not complied with the preparation instructions (as set forth in an Order) or has supplied poor quality or inaccurate Goods to the Customer in the opinion of Banga , whereby Banga has (pursuant to the Customer’s complaint) refunded the Order Value to the Customer (“Problem Order”), the Food, merchandise and groceries vendors acknowledges and agrees that they will not be paid for such Problem Order and that if the Vendors has already received the Order Value from Banga in respect of such Problem Order (subject to any appropriate reductions hereunder), Banga will have a right to deduct or offset such amount from or against any monies that are owed by Banga to the Vendors from time to time under this Agreement.
4.15. Vendors shall disclose all relevant details pertaining to Problem Order(s) to Banga upon becoming aware of the same.
4.16. Vendors will ensure that prices for Goods displayed on a Menu are at all times inclusive of applicable taxes and charges, including VAT; and
4.17. Vendors shall perform its obligations hereunder in accordance with: (a) Good Industry Practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable Law.
5. The Banga platform
Banga is a digital service delivery network which operates a software platform matching, amongst other things, Customers seeking to place Orders with Vendors via the Banga Platform. THE FOOD, MERCHANDISE AND GROCERIES VENDORS ACKNOWLEDGES THAT NEITHER BANGA NOR ITS AFFILIATES PROVIDE DELIVERY FOR TRANSPORTATION OR GOOD SERVICES OR FUNCTION AS A TRANSPORTATION SERVICES OR FUNCTION AS A TRANSPORTATION OR FOOD SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDEDNT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY BANGA OR ANY OF ITS AFFILIATES 5.1 License.
Subject to your compliance with this Agreement, Banga grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the Banga platform and the Food, merchandise and groceries vendors Application solely with respect to the Services; and (b) access and use any content, information and related materials that may be made available to the Vendors through the Banga platform, in each case solely to provide Services to Customers. Any rights not expressly granted herein are reserved by Banga and Banga ’s licensors.
5.2 Restrictions
You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Banga Platform or the Vendors Application; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Banga Platform or the Vendors Application except as expressly permitted by Banga ; (c) decompile, reverse engineer or disassemble the Banga Platform or the Vendors Application except as may be permitted by Applicable Law; (d) link to, mirror or frame any portion of the Banga Platform or of the Vendors Application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Banga Platform or of the Vendors Application or unduly burdening or hindering the operation and/or functionality of any aspect of the Banga Platform or the Vendors Application; or (f) attempt to gain unauthorized access to or impair any aspect of the Banga Platform or the Vendors Application or their related systems or networks.
5.3 Ownership
Banga Platform and the Vendors Application and all rights therein are and shall remain Banga property or the property of Banga ’s licensors. Neither this Agreement nor your use of the Banga platform or of the Vendors Application convey or grant to you any rights: (a) in or related to the Banga Platform or the Vendors Application, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Banga ’s company names, logos, product and service names, trademarks or services marks or those of Banga ’s licensors.
5.4 Third Party Services and Content.
The Banga platform and the Vendors Application may be made available or accessed in connection with third- party services and content (including advertising) that Banga does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such services and content. Banga does not endorse such third-party services and content and in no event shall Banga be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Banga platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Banga platform in any manner. Your access to the Banga platform using these services or applications is subject to terms set forth in the applicable third-party beneficiary’s terms of service.
5.5 Exclusivity
Pursuant to the terms of the Enrollment Agreement, you may opt to work exclusively with Banga as your sole online ordering, take-away and/or delivery service provider.
6. Use of the Banga platform
6.1. The Vendors’ use of the Banga platform and the Vendors Application shall be subject to the terms and conditions set forth in this Agreement and the Enrollment Agreement and the privacy policy published from time to time on Banga ’s website.
6.2. In the event Banga provides you with a Device, the following terms and conditions shall apply:
6.2.1. The Device shall be used by the Vendors solely for the purpose of (1) managing Orders; (2) reviewing the particulars underlying the Orders; (3) updating the Order status; (4) updating Vendors Information; (5) communicating with Banga; (6) reporting erroneous Orders; (7) reviewing Vendors’ performance and financial accounts relating to its business with Banga and/or (8) any other use that may be prescribed time to time by Banga
6.2.2. Banga terms and conditions relating to Devices shall apply to any Device provided by Banga to the Food, merchandise and groceries vendors;
6.2.3. The Food, merchandise and groceries vendors undertakes to use the Device in compliance with the instructions for use that may be issued by Banga in this regard;
6.2.4. On the delivery of the Device by Banga to the Vendors, the Vendors will be required to acknowledge the receipt of the Device in writing by executing an Asset Handover Form in the format annexed to the Agreement, and the cost of the Device will be charged to the Vendors pursuant to the terms of the Enrollment Agreement;
6.2.5. Banga grants a limited, non-exclusive, non-transferable, royalty free license to the Food, merchandise and groceries vendors for the use of the Device solely until the termination of this Agreement;
6.2.6. The Vendors undertake to and shall use the Device only for the purposes prescribed under this Agreement and that the Vendors should not violate the intellectual property rights of Banga over and in respect of the Device at any point in time;
6.2.7. The Vendors undertake to return the Device along with all accessories (in a full working condition as determined by Banga) to Banga immediately upon the termination of this Agreement or when requested by Banga. The Device will be collected by Banga from the Vendors at the sole expense of Banga. Upon the return of the Device along with all accessories by the vendor, Banga and the Vendors will be required to acknowledge the transfer of the Device in writing as instructed by Banga;
6.2.8. The vendor acknowledges and agrees that any failure on part of the vendors in returning the Device (whenever requisitioned by Banga or on the termination of this Agreement) will render the Vendors liable to pay for such unreturned Device including for an appropriate action under the Applicable Laws; and
6.2.9. The Food and groceries vendor acknowledges and agrees that: (i) Banga is not the manufacturer of any Device provided (ii) Banga cannot provide any warranties or guarantees with respect to the quality or durability of the Device and (iii) it uses the Device at its own risk.
6.2.10. In the event that the Device ceases to function the Vendors is unable to access the Vendors Application through any other means, the Vendors will immediately inform Banga,
7. Charges, Payments and Commission
7.1. The Food, merchandise and groceries vendors acknowledge and agrees that while Banga will use its reasonable efforts to ensure that its platform is not misused by Customers for the placement of wrong Orders, it is the ultimate responsibility of the Vendors to determine whether an Order is wrong or not. In the event of a wrong Order, the Vendors undertakes to report such a wrong Order to Banga through the Device or call Banga for action and investigation.
7.2. Banga may perform a variety of marketing activities to promote the Vendors and the Vendors’ menu; provided, however, that all such marketing activities will be determined in Banga’s sole and absolute discretion and the Banga platform may be modified or updated, without notice and from time to time, to reflect any such changes.
7.3. The Food and groceries vendor acknowledges and agrees that the Banga platform will provide the following payment mechanisms to Customers for the payment of the Order Value: (a) Cash on delivery; (b) Electronic Payment Mechanism; and (c) Redemption of vouchers and/or discount promotion (if any) approved by Banga.
7.4. In the event that any of the Vendors or its employees irreparably damages or loses the Device or any of its accessories during the subsistence of this Agreement, Banga shall replace the same and the Vendors shall be charged for the cost of replacement.
7.5. Banga will settle Net Order Value owed to Vendors in accordance with the payment terms specified on the Enrollment Agreement (“Payments”). Food and groceries vendor agrees that Banga shall be entitled to set-off any amounts Vendors owes to Banga hereunder (including the Commission Percentage) from the Payments. Vendors will be responsible for any taxes or charges payable on the Goods including collecting, paying and reporting such taxes to the appropriate authorities and providing Customers with compliant Tax Invoices where required under local laws for the Goods.
7.6. Food and groceries vendor acknowledges and agrees that Banga will provide the Vendors with a monthly statement within a period of 7 (seven) business days from the last day of each month setting forth all of the Orders during such month and any amounts due to Banga in respect of Orders (including the Commission Percentage). Such statements will be sent to the Vendors using the email address specified in the Enrollment Agreement.
7.7. In the event that an Order is not delivered to a Customer as a direct result of the negligence or wilful misconduct of a delivery personnel, Banga shall waive the Commission Percentage owed to it in relation to such Order and Banga shall put forth its best commercial efforts to procure that such delivery personnel re-pay Customer and Vendors the Order Value if such amount was paid by Customer in advance.
7.8. The Parties acknowledge and agree that the accumulated average delivery rating is entirely under the control of the Customers and that it is calculated using the ratings which are given by the Customer in respect of each Order which is placed by such Customer with a particular Vendors on the Banga platform.
7.9. The Food and groceries vendor acknowledges and agrees that Banga reserves the right to review and modify the foregoing delivery rating system and the Commission Percentage periodically upon sending an email notice to the Vendors and that Banga decision in this regard shall be final and binding on the Vendors.
8. Restricted Activities
8.1. The Food, merchandise and groceries vendors must meet all of the following requirements when it receives an online payment Order:
8.1.1. Ensure that it does not receive any additional payment from a Customer (including but not limited to payment by cash) when payment has been made online by a Customer; and
8.1.2. Follow all special instructions contained on the Order receipt or as communicated by Service Operator.
8.2. The Food, merchandise and groceries vendors agrees that it will treat all information concerning this Agreement and the Enrollment Agreement (including their respective terms) of Banga and its Group, the Banga platform and all information concerning Customers which has been provided to it pursuant to the terms of this Agreement as confidential information (“Confidential Information”) and will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party. The Vendors further agrees that a breach of this provision would cause Banga to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Vendors agrees that Banga will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Food, merchandise and groceries vendors. The restrictions referred to in this Clause will not apply to any Confidential Information to the extent that such information: (a) is already known to the Vendors, (b) is in or comes into the public domain otherwise than as a result of any breach of this Agreement or (c) is required to be disclosed by law.
8.3. Vendors shall Process any Personal Information received from Banga or any Customer in accordance with Applicable Law and only for the purposes of discharging its obligations under this Agreement. For the purposes of this Clause, the following definitions shall apply: (a) “Personal Information” means any information relating to an identified or identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity, and (b) “Process” means to collect, hold, use, transfer, destroy and otherwise deal in any with Personal Information.
9. Disclaimers; Limitation of Liability; Indemnity
9.1. DISCLAIMER.
THE BANGA PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” BANGA AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, BANGA AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE BANGA PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE BANGA PLATFORM OR THAT THE BANGA PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER BANGA NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CUSTOMERS. THE FOOD AND GROCERIES VENDORS AGREES THAT THE ENTIRE RISK ARISING OUT OF THE FOOD AND GROCERIES VENDORS’S USE OF THE BANGA PLATFORM AND FOOD AND GROCERIES VENDORS APPLICATION, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE FOOD AND GROCERIES VENDORS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9.2. LIMITATION OF LIABILITY
THE FOOD AND GROCERIES VENDORS UNDERSTANDS AND ACCEPTS THAT BANGA DOES NOT PROVIDE TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION OR GOODS CARRIER AND THAT ALL SUCH TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY BANGA OR ANY OF ITS AFFILIATES. BANGA LIABILITY FOR ANY LOSS SUFFERED BY THE FOOD AND GROCERIES VENDORS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT IN ANY CASE EXCEED TOTAL AGGREGATE LIABILITY TO THE PURCHASE PRICE OF THE MEALS THAT WAS PAID FOR ONLY, THE FOOD AND GROCERIES VENDORS AGREES THAT BANGA HAS NO RESPONSIBILITY OR LIABILITY TO THE FOOD AND GROCERIES VENDORS RELATED TO DELIVERY SERVICES PROVIDED 0N BANGA PLATFORMS FOR CUSTOMERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
9.3. Indemnity.
The Vendors agree to indemnify and hold Banga, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the Vendors’ use of the Banga Platform and Food and the sale of Goods and delivery services obtained through the Vendors’ use of the Banga platform (b) the Vendors’ breach or violation of this Agreement or (c) the Vendors’ violation of the rights of any third- party, including delivery personnel.
9.4. Indirect Damages
Banga will not be liable to the Vendors for any indirect or consequential losses (including loss of profit, opportunity and goodwill).
10. Choice of Law and Dispute Resolution
10.1 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in which (Banga) Rated Artisan Services Limited is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region. 10.2 Arbitration You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Enrollment Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Banga Platform or the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Banga, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Banga are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Banga so otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section and the “Arbitration Process and Rules” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section and the “Arbitration Process and Rules” section will survive any termination of this Agreement. This “Arbitration” section and the “Arbitration Process and Rules” section applies to all Disputes between you and Banga and/or any of its Affiliates. 10.3 Arbitration Process and Rules. Any Dispute shall be first mandatorily served or submitted to Banga in writing via her Head Office. If such Dispute has not been resolved within sixty (90) days after a request for mediation has been submitted, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Laws of Arbitration of the Federal Republic of Nigeria, Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by such number of arbitrators as may be deemed necessary subject to the provisions of the law of such jurisdiction. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence, orders and awards issued by the arbitrators, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
11. Other Provisions
11.1 Upon Expiry or Termination In the event that this Agreement expires or is terminated for any reason Food, merchandise and groceries vendors will no longer be entitled to access and/or use the Banga platform and the and Food, merchandise and groceries vendor shall return all Confidential Information it has received from Banga hereunder. 11.2 Claims of Copyright Infringement. Claims of copyright infringement should be sent to Banga at info@banga.ng 11.3 Notice. Banga may give notice by means of a general notice on the Banga platform, electronic mail to your email address in the Food and groceries vendor’s Account, or by written communication sent to your address as set forth in the Enrollment Agreement. The Food, merchandise and groceries vendors may give notice to Banga by written communication to Banga’s email address at info@banga.ng for any matter and will give 7 calendar days’ written notice with respect to terminating its use of the Banga platform
12. General
The Food, merchandise and groceries vendors may not assign or transfer its rights under this Agreement in whole or in part without Banga’s prior written approval. Banga may assign and/or transfer its rights and obligations under this Agreement in whole or in part, including to: (a) a subsidiary or affiliate; (b) an acquirer of Banga equity, business or assets; or (c) a successor by merger. No joint venture, partnership, employment or agency relationship exists between the Food, merchandise and groceries vendors, Banga, its Affiliates or any Customer as a result of the contract between the Food, merchandise and groceries vendor and Banga or use of the Banga platform. Banga and the Food, merchandise and groceries vendor are and shall remain independent parties. Neither party shall have, or represent itself to have, any authority to bind the other party or act on its behalf. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. The Enrollment form shall constitute an integral part of this Agreement. This Agreement, together with the Enrollment form, constitute the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.
TERMS AND CONDITIONS OF SERVICE AGREEMENT FOR LOGISTICS SERVICES
The following terms and conditions (the “Terms”) govern your access and/or use of any of the applications, websites, content, products, software and services (the “Services”) made available by Banga vendors Limited and its subsidiaries, representatives, affiliates, officers and directors (collectively “Banga vendors”).
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES.
By accessing, using or receiving any Services made available by Banga vendors (a service of Rated Artisan Services Limited), you expressly acknowledge and confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. Banga vendors may cease offering or deny access to the Services or any portion thereof, to you at any time for any reason. Banga vendors reserve the right to amend the Terms or its policies relating to the Services at any time, without notice to you. Any such amendment will be effective upon posting of the updated Terms on the Services, and you are solely responsible for regularly reviewing the same. Your continued access or use of the Services after any such changes shall constitute your agreement to be bound by such Terms as amended.
The Services
The Services provided by Banga vendors enable users to arrange and schedule logistics or delivery services and/or to purchase goods from independent third-party providers of such services and goods. YOU HEREBY ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN DELIVERY AND/OR LOGISTICS SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH BANGA VENDORS AS A PROVIDER OF DELIVERY, COURIER OR LOGISTICS SERVICES OR AS A LOGISTICS CARRIER. Unless otherwise agreed by Banga vendors in a separate written agreement with you, the Services are made available solely for your personal non-commercial use. The Services and all rights therein are and shall remain the property of Banga vendors or its licensors (as relevant). Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited licence granted here below; or (ii) to use or reference in any manner, Banga vendors company names, logo, product or service names, trademarks or service marks or those of Banga vendors licensors.
License Grant & Restrictions
Subject to your compliance with these Terms, Banga vendors hereby grants you a non‐exclusive, non‐transferable, revocable right to (a) access and use its applications and related services (the “Applications”) solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services solely for your personal, non-commercial use. All rights not expressly granted to you are reserved by Banga vendors and its licensors.
You hereby agree NOT to:
1. License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services;
2. Remove any copyright, trademark or other proprietary notices from any portion of the Services;
3. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Banga vendors
4. Attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks;
5. Send or store material containing viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
6. Interfere with or disrupt the integrity or performance of the Services or the information or data contained therein; or
7. Create internet ‘links’ to, or ‘frame’ or ‘mirror’ the Services, or any portion of the Services;
8. Decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
9. Build a product or service using similar ideas, features, functions or graphics of the Services;
10. Copy any ideas, features, functions or graphics of the Services; or
11. Cause or launch any program or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services, or which may make multiple server requests per second, or unduly burden or hinder the operation, performance and/or functionality of the Services.
Representations and Warranties
By using the Services, you expressly represent and warrant that you are legally permitted to enter into this Agreement. The Services are not available to children (persons under the age of 18). By using the Services, you represent and warrant that you are at least 18 years old. By using the Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the Terms. Your access and use of the Services is for your sole, personal use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Services you agree to comply with all applicable laws of the Federal Republic of Nigeria. You agree to maintain accurate, complete and up-to-date information in your account. You may only access the Services using authorized means. It is your responsibility to check to ensure you download the correct software for your device. Banga is not liable if you do not have a compatible handset or if you have downloaded the wrong version of software for your handset. Banga reserves the right to terminate this Agreement should you be using the Services with an incompatible or unauthorized device.
By Using the Services, You Agree That:
1. You will only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for fraudulent purposes;
2. Any packages tendered for delivery may be subject to random checks for restricted and/or illegal substances upon reasonable suspicion by the courier service provider. Where the checks reveal any potentially corrosive, poisonous or explosive contents or otherwise unlawful material the courier service provider may decline delivery of the package and shall immediately notify Banga vendors;
3. You will make remission and proper accounting of all payment made to and through you in the course of using this service.
4. You will not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
5. You will not use the Services to cause nuisance, annoyance or inconvenience;
6. You will not send or store infringing, obscene, threatening, libellous or otherwise unlawful or tortious material including material that violates third party rights;
7. You will not impair the proper operation of the network;
8. You will not try to harm the service providers or Services in any way whatsoever;
9. You will not copy, or distribute the Services or other content received as a result of access or use of the Services without written permission from Banga vendors;
10. You will only use the Services for your own personal use and will not resell any portion of the Services to a third party;
11. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service; and
12. You will provide us with whatever proof of identity we may reasonably request.
13. Where service delivery is delayed as a result of negligence on your part, Banga vendors reserves the right to charge on your account such amount of money determined as loss and expenses incurred, and also penalty to ensure deterrence.
Payment Terms
The use of the Services may result in charges to you for the services or goods you receive (“Charges”). You understand that Charges may include other applicable fees, tolls, and/or surcharges. Charges are exclusive of taxes and levies, are due immediately and are non-refundable, unless otherwise determined by Banga vendors. This no-refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Services either planned, accidental or intentional, or any reason whatsoever. Banga vendors reserves the right to determine the final Charges payable ‐ Note that the pricing information published on the website is strictly indicative and may not reflect the prevailing pricing. Banga vendors, at its sole discretion, may make promotional offers with different features and different rates to any of our customers or groups of our customers. These may result in different amounts charged for the same or similar services or goods obtained through the use of the Services. You agree that these promotional offers, unless made to you, shall have no bearing whatsoever on your contract, your use of the Services or the Charges applicable to you. Banga vendors may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any third-party providers. Banga vendors reserves the right to establish, remove and/or revise Charges in relation to the use of the Services, at any time and at Banga vendors’ sole discretion. You understand that Banga vendors, in its sole discretion, may also vary Charges using any criteria including without limitation, geographical location, time period or quantum of demand. You also understand that such variance may result in different amounts charged for the same or similar services. We encourage you to check our website periodically if you are interested in how we charge for the Services. In all instances payments remission and reconciliation of all transaction (Online payment, Funds transfers, and Cash payments on delivery) shall be performed on weekly basis, also note that payment after deductions of all statutory Charges and Taxes. In some instances, Charges you incur will be owed directly to third party providers and Banga vendors will collect payment from you on behalf of such third party as their limited payment collection agent. You understand that Banga vendors will be under no obligation to modify the relevant portion of the Charges for services provided by such third-party providers, unless a formal request for modification is received from the relevant third-party provider. Charges and Profit payable are not fixed and shall be determined subject to the terms proposed by each delivery company.
Intellectual Property Ownership
Banga alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, or any intellectual property rights owned by Banga vendors. Banga vendors name, Banga vendors logo, and the product names associated with the Services are trademarks of Banga vendors or third parties, and no right or license is granted to use them.
Third Party Interactions
The Services may be made available or accessed in connection with third party services and content (including advertising) that Banga vendors does not control. During use of the Services, you may, without limitation, enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors. You acknowledge that different terms of use, warranties, representations and privacy policies may apply to your use of such third-party services and content and in no event shall Banga vendors be responsible or liable for any representations, products or services of such third-party providers. You acknowledge that your access and use of the Services in connection with third party services may be subject to terms set forth in the applicable third party’s terms and conditions. You acknowledge that the availability of the products, goods or services of third-party providers on the Services is not an endorsement of the same by Banga vendors. You hereby further acknowledge that where third‐party providers of goods and/or services require your agreement to additional or separate terms and conditions prior to your use of or access to such goods or services, Banga vendors will have no responsibility nor liability arising from such agreements between you and the third-party providers.
Any third party interactions, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third‐party. Banga vendors and its licensors shall have no liability on your obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third‐party. Banga vendors does not endorse any sites on the Internet that are linked through the Services, and in no event shall Banga vendors or its licensors be responsible for any content, products, services or other materials on or available from such sites or third-party providers. Banga vendors may compile and release information regarding you and your use of the Services on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Services.
Indemnification
You agree that you shall defend, indemnify and hold Banga vendors, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, demands, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any of these Terms or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, regarding providing of delivery, logistics or courier services arranged via the Services; (c) your use or misuse of the Services or services or goods obtained through your use of the Services; or (d) Banga vendors’s use of your user content in accordance with these Terms.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‐INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY BANGA VENDORS. BANGA VENDORS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. BANGA VENDORS MAKES NO REPRESENTATIONS OR WARRANTIES THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR‐FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BANGA VENDORS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS SUPPLIED BY THIRD PARTIES THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU.
Internet Delays
Banga vendors Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communication. Banga vendors is not responsible for any delays, delivery failures, or any other damage resulting from such problems. Limitation of Liability BANGA VENDORS AND/OR ITS LICENSORS SHALL NOT BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, LOST REVENUE AND/OR PROFITS, LOSS OF USE OR OTHER ECONOMIC ADVANTAGE) RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE OF BANGA VENDORS, EVEN IF BANGA VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BANGA VENDORS AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY RELIANCE PLACED BY YOU ON THE COMPETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICES, EVEN IF BANGA VENDORS AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BANGA VENDORS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND BANGA VENDORS’S REASONABLE CONTROL. THE SERVICES MAY BE USED BY YOU TO CONNECT WITH THIRD PARTY SERVICE PROVIDERS, BUT YOU AGREE THAT BANGA VENDORS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PRODUCTS, GOODS AND/OR SERVICES PROVIDED TO YOU BY THIRD PARTY SERVICE PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. BANGA VENDORS WILL NOT BEAR NO RESPONSIBILITY NOR INCUR ANY LIABILITY TO ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY SERVICE PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE BANGA VENDORS FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDERS. BANGA VENDORS WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS. UNLESS OTHERWISE AGREED T O BY YOU AND BANGA VENDORS, BANGA VENDORS SHALL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE THIRD PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICES (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER THE LAWS OF THE REPUBLIC OF NIGERIA. BANGA VENDORS’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE TO YOU IN EACH TRANSACTION IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OF LIABILITY.
Insurance
Banga vendors shall require that the logistics service providers seeking registration on its platforms, obtain and maintain insurance coverage against loss or damage for goods delivered in connection with the Services.
Notice
Banga vendors may give notice by means of a general notice on the Services, electronic mail to your email address in your account, telephone or text message to any phone number provided in connection with your account, or by a notification message displayed on your account page. Such notice shall be deemed to have been given upon publication on the Services or upon the expiration of 12 hours after sending (if sent by email or telephone). It shall be your responsibility to keep your contact information (including email address) current and you will be deemed to have received any notice issued based on the contact information in your account, whether or not you actually receive it. You may give notice to Banga vendors, with such notice deemed given when received by Banga vendors, at any time through the email address. Banga vendors reserves the right to close or suspend your account without prior warning should you contravene any of these Terms or any future amendments and additions thereto.
Assignment
You may not assign these Terms without the prior written approval of Banga vendors. Banga vendors may assign these Terms without your consent by Banga vendors to (a) a parent, subsidiary or affiliate; (b) an acquirer of Banga vendors’ equity, business or assets; or (c) a successor by merger. Any purported assignment in violation of this section shall be void.
Miscellaneous Provisions
Responsibility. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement with Banga vendors and/or these Terms, you shall be deemed to have taken the action yourself. Severability. If any portion of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms, and the rest of the Terms shall remain in full force and effect. Waivers. Any failure by Banga vendors to enforce any right or provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be acknowledged and agreed in writing. No Agency. No partnership, contract of employment, agency, joint venture or franchise relationship shall be created between you, Banga vendors or any third-party service provider as a result of this Agreement or use of the Services. No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiary to any agreement entered into with Banga vendors. International Sale of Goods, Export and Import Control. Services, content, and products derived or obtained from the Services may be subject to Nigerian import or export laws, and/or the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, to: (a) obtain any export, re‐export or import authorizations required by Nigeria or your local laws; and (b) not provide services, content, or products from the Services to any prohibited countries and/or prohibited entities as identified in any Nigerian legislation