Condiciones de venta

<h2>Winwell.ng Seller Terms and Coditions</h2>Contents1. Introduction 2. Seller stores 3. Description of goods 4. The products 5. Product listings 6. Pricing 7. Fulfilment, packaging, and delivery 8. Remittances 9. Value-added services 10. Commissions and fees 11. Value-added services 12. VAT and other taxes 13. Confidentiality and data privacy 14. Breaches of seller terms and conditions 15. Miscellaneous 16. Termination of Agreement. <h2>1. Introduction</h2>a) Winwell.ng Limited (hereinafter referred to as “winwell.ng “) operates an e-commerce platform consisting of a website (hereinafter referred to as (“marketplace”), together with supporting logistics and payment infrastructure, for the sale and purchase of health and beauty,personal care, supplementations, medications, and home care products in Nigeria.b) These seller terms and conditions shall apply to all sellers on the marketplace, together with other winwell.ng policy documents. c) If you register with our marketplace as a seller: i. you accept these seller terms and conditions and all other winwell.ng’s codes, policies, and guidelines, as may be amended by it from time to time and which form an essential part of the terms upon which you may use the marketplace. ii. You may not register with our marketplace as a seller if you are an employee or family of an employee of Winwell.ng unless Winwell.ng has approved the registration in accordance with its conflict-of-interest procedures.<h2>2. Seller stores</h2>a) If you register with our marketplace as a seller, you will be able to create a store on the marketplace, using the “Seller Centre” portal. b) Seller stores that are submitted will be reviewed for validation which will be granted at Winwell.ng ’s discretion before they begin operation. c) You shall be solely responsible for your products, store, and listings and you hereby agree that:i. you will obtain all licenses or approvals required for the sale of your products on the marketplace; and ii. You shall only open one Seller Centre account for a legitimate business reason and this shall be determined at the winwell.ng’s discretion. d) You will conduct your business on the marketplace:i. in compliance with the Winwell.ng codes, policies, and guidelines as published on the marketplace from time to time. ii. with skill and care, and by cooperating with and acting in good faith towards Winwell.ng and the buyers. iii. in accordance with ethical business practices and industry best practices; and iv. in compliance with all applicable laws in force from time to time, including, without limitation all laws, statutes regulations, and other enactments of the territory and The Corrupt Practices and Other Related Offences Act 2000. e) Without prejudice to its other rights, winwell.ng reserves the right to suspend and/or delete any seller store that violates these seller terms and conditions, the general terms and conditions, or any of its policies, or guidelines.<h2>3. Description of Goods</h2> The only products that may be listed on our marketplace are products falling within the product categories listed in Exhibit A below.<h2>4. The products</h2> a) You must not promote, buy, or sell, through our marketplace any product that: i. consists of or contains material that contravenes the rules on content in the general terms and conditions; or ii. breaches any laws or regulations or infringes any person’s intellectual property rights or other rights or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law. iii. is or relates to narcotics, steroids, or controlled substances; pornography; obscene, indecent, or sexually explicit materials; swords, firearms, or other weapons; ammunition for any weapon: or items that are otherwise prohibited. b) Winwell.ng operates a zero-tolerance approach to counterfeit products and any attempt to sell counterfeit products on its marketplace or other breaches of our Anti-Counterfeit Policy will incur a penalty c) Promptly, following receipt of a written request from it, you must supply winwell.ng with any information and documentation that it may reasonably request to ascertain the authenticity of the products.<h2> 5. Product listings</h2> a) You shall not publish more than one listing in respect of each product. b) You shall be responsible for listing your products on the marketplace by uploading to the Seller Centre a completed product page which shall include prices, detailed information, specifications, description and images in respect of each product. c) You accept to be solely responsible for all listings submitted to our marketplace and you agree that all listings must: i. Constitute genuine listings relating to products that comply with the categories and rules set out in section 4; include all such information, specifications, and instructions as may be required in accordance with all applicable laws and regulations, including in respect of consumer protection d) Listings that are submitted may be individually scrutinized and validated, at winwell.ng’s discretion, before they are published on the marketplace, and you agree that there may be a lead time between submission of the product page to the Seller Centre and the publishing of the Product page on the marketplace due to time required for winwell.ng’s quality control operations. e) Without prejudice to its other rights, winwell.ng reserves the right to reject or delete any listings that breach these seller terms and conditions, or any Winwell.ng’s codes, policies, or guidelines. f) You must keep your listings up to date. You must deactivate any listings in respect of products that are no longer available. g) You agree that:i. notwithstanding that winwell.ng approves any listings, you shall be fully responsible for the same; and ii. winwell.ng reserves the right to impose fines or penalties for breach of this Section 5, without prejudice to its other rights.<h2>6. Pricing</h2> a) You shall be solely responsible for setting the price of your products on the marketplace, which may be amended through the Seller Centre from time to time b) All prices of products listed on the marketplace shall be inclusive of VAT and any other tax applicable to the transaction and in the currency of the territory. c) The pricing of your products shall comply with all applicable laws.<h2>7. Fulfilment, Packaging, and Delivery</h2>a) Winwell.ng upon receipt of purchase orders for products on its e-commerce store from customers shall place an order with the seller with the specification of the Product to be purchased being clearly stated b) Upon receipt of a confirmation of the purchase order from Winwell.ng, you shall:i. process the order by packing and labeling the product(s) in accordance with the Packaging Guidelines, and the customer’s order. ii. ensure that the product conforms to Winwell.ng’s instructions and buyer’s specifications and is of standard uniform and quality iii. deliver the products to winwell.ng’s head office in accordance with the timelines, and procedures specified in the Delivery Guidelines. c) Winwell.ng shall inspect all products it receives, and it reserves the right to return any product that fails to meet the packaging requirements set out in the Packaging Guidelines, does not conform with the instructions and specifications, or any other product requirements set out at section 4. d) You shall retain title to and ownership of the products until such time as the products are paid for, in full by the buyer to winwell.ng and the products are delivered to the buyer. Upon delivery to the buyer, ownership of the products shall be transferred to the buyer. 8. Remittancesa) Winwell.ng shall collect payments from buyers in respect of each product purchased from the marketplace, and it shall deduct from the same its commissions and, as may be applicable, any fees, charges, taxes, penalties, refunds, and any other amounts that sellers owe to it in respect of any business whatsoever. b) You shall be solely responsible for ensuring that the account details that you provide are accurate and up to date and that the account is secure. Winwell.ng shall not be liable for any loss or damage to you that may result from fraud or error in respect of your account. c) Winwell.ng shall handover the proceeds of the sale of the products, after all, deductions pursuant to section 8a above, and remit the remaining funds to you in accordance with your chosen payment method. d) Payment receipt to sellers nominated account shall constitute conclusive evidence of payment and receipt. e) Winwell.ng shall provide sellers with an account statement, which shall include details of all proceeds of the sale of the products, deductions, and remittances. f) Subject to the applicable laws, winwell.ng may set off any amount owed to it by sellers against any amount that it owes to the seller, by sending a written notice of the set-off. g) If winwell.ng holds insufficient funds on your behalf for payment of any amounts that you owe it (your account is in debit): i. you shall pay the amounts you owe to winwell.ng by such payment method as it may request; andh) if winwell.ng holds any of your products that have not been sold or that have been returned, it may dispose of such products and apply all proceeds of sale to discharge any amounts that you owe it. i) If the seller disputes any transaction or statement of account, it must report its claim to Winwell.ng within two (2) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.j) Winwell.ng may delay or suspend payment to sellers in the event of an investigation of potential fraud or other breaches of this agreement. k) Without prejudice to its other rights, winwell.ng may levy fines on you as contained in the penalty policy for violation its Packaging or delivery Guidelines. 9. Commission and feesa) winwell.ng shall charge you a commission in respect of each sale made on the marketplace and fees in respect of all marketplace services and any value-added services, as further stated in the commissions Policy.b) It may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees page on its platform. This will not affect any commission that accrues before the new rates are posted or for services that have been previously paid. c) It reserves the right to charge commissions and/or fees if a sale is not completed, by way of consideration for the costs of its services rendered10. VAT and other taxesa) All amounts stated on the marketplace are stated inclusive of VAT and any other taxes applicable to the transaction. The seller acknowledges that: i. commissions shall be calculated as a percentage of the selling price (being the price set by the seller at the time of the order) inclusive of VAT and any other taxes charged to the buyer and commissions shall be inclusive of VAT and all other taxes thereon; and ii. in the event of any increase in the VAT rate or any other applicable taxes, the amount of the commission shall be automatically adjusted to ensure that Winwell.ng net revenues remain constant. The seller may, at its discretion, revise prices accordingly as provided in Section 6a above. iii. The seller shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the filing, reporting, and payment of the same. b) Should a competent tax authority determine that Winwell.ng is liable for payment of any taxes (including stamp, excise, and customs duties) in respect of the transactions, notably pursuant to sections 10aiii above, you hereby indemnify and hold Winwell.ng harmless in respect of the same. Winwell.ng may make tax-related deductions to payments processed by it on your behalf and remit such deducted amounts to the relevant government or tax authority. c) Promptly following receipt of a written request from winwell.ng, sellers must supply to it any information and documentation that it reasonably requests to facilitate its compliance with its legal obligations relating to the taxation of payments made to it or processed by it. Winwell.ng may supply such information and/or documentation to regulatory authorities.11. TERM This Agreement shall begin on the date of execution and shall remain in full force and effect unless either Party notifies the other of its intention to terminate this Agreement. 12. Confidentiality and data privacy All information and documents concerning the conduct of business pursuant to these general terms and conditions, including information relating to business methods, procedures, policies, and sales information, is strictly confidential unless it is already in the public domain. Sellers shall not use winwell.ng’s confidential information for any purpose other than to perform their obligations under this Agreement and shall not disclose any confidential information belonging to winwell.ng without its prior written consent. 13. Violation of Winwell.ng’s policiesa) If the seller breaches any of these seller terms and conditions, general terms, and conditions, or any of the winwell.ng’s, policies or guidelines, winwell.ng may: i. send the seller one or more formal warnings. ii. apply penalties as provided in its Seller Penalty Policy; and/or iii. suspend, prohibit, or block the seller’s access to the marketplace as provided in the general terms and conditions. iv. Terminate this Agreement. v. commence legal action against sellers, whether for breach of contract or otherwise.b) Winwell.ng may vary the penalties levied for breaches from time to time by updating its Seller Penalty Policy, but this will not affect any penalties that accrue before the new amounts are posted. c) The consequences of the breach in section 13a above shall also apply if: i. sellers fail to satisfy a minimum level of operational performance to provide a satisfactory buyer experience on the marketplace; or ii. if sellers receive negative ratings and reviews. 14. Miscellaneousa) These seller terms and conditions and other guidelines shall be governed by and construed in accordance with the laws of Nigeria. b) Express agreement of sellers would be sought regarding any revisions of these seller terms and conditions and the general terms and conditions within such period as winwell.ng may specify; and if sellers do not give their express agreement to the revised versions within such period as winwell.ng may specify, sellers, shall be deemed to have consented. If sellers expressly reject any such revisions, you may be deemed by winwell.ng to have terminated the agreement and it may disable or delete your account on the marketplace. c) These terms and conditions, along with other winwell.ng policy documents shall constitute the entire agreement between sellers and winwell.ng in relation to the sellers’ use of the marketplace and shall supersede all previous agreements between winwell.ng and sellers in relation to the use of the marketplace. 15. NOTICE OF TERMINATION Without prejudice to winwell.ng’s rights under this agreement, either Party may terminate this Agreement by giving 30 (thirty) days’ notice in writing to the other party. Termination of this agreement shall not affect the accrued rights and obligations of either party. Kindly sign below your acceptance of the terms of this contract as stated above. We look forward to a mutually beneficial relationship with you.Yours Faithfully, For: Winwell.ng LtdFikemi Awe Business Unit Manager Acknowledgment:I, ____________________________ on behalf of —————————- agree to the terms and conditions stated above. Name: ________________ Signature: _____________ Date: ________________Please sign Acknowledgment and send Scanned copy to fikemi.awe@codixgroup.com General Terms and Conditions of Use of the Marketplace for Buyers and SellersContents 1) Introduction 2) Our Company details 3) Registration and account 4) Terms and sale 5) Payments 6) Returns and refunds 7) Use of our marketplace 8) Rules about seller’s content 9) Our rights to use your content 10) Data Privacy 11) Copyright and trademark 12) Winwell.ng’s role as a marketplace 13) Limitations and exclusibility 14) Idemnification 15) Law and Jurisdiction 16) Breaches of these general terms and conditions 17) Entire Agreement 18) Assignment 19) Variation 20) Severability 21) Waiver 22) Third party rights 23) Headings 1) Introduction a) Winwell.ng’s Limited (hereinafter referred to as “winwell.ng “) operates an e-commerce platform consisting of a website (“marketplace”), together with supporting logistics and payment infrastructure, for the sale and purchase of health and beauty, personal care , supplementations , medications and homecare products in Nigeria (“territory”).b) These terms and conditions shall apply to buyers and sellers on the marketplace and shall govern your use of the marketplace and related services. c) By using our marketplace, you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of these general terms and conditions, you shall not use our marketplace. d) If you use our marketplace for business or another organizational project, then by so doing you: i. agree that “you” in these general terms and conditions shall reference both the individual user and the relevant person, company, or legal entity unless the context requires otherwise ii. bind both yourself and the person, company, or other legal entity that operates that business or organizational project, to these general terms and conditions; and iii. as such confirm that you have obtained the necessary authority to agree to these general terms and conditions. 2) Company details The marketplace is operated by Winwell.ng Nigeria Limited. We are registered in Nigeria under registration number RC , and our head office is at 207, Ikorodu Road, Lagos. You can contact us through email, to : phone call, to : or delivery of notice at head office located at 207, Ikorodu Road, Lagos. 3) Registration and accounta) You can register for an account with our marketplace by completing and submitting the registration form on our marketplace. b) You shall not register with our marketplace if you are under 18 years of age. c) If you register for an account with our marketplace, you will be asked to provide an email address/user ID and password and you agree to: i. keep your password confidential.ii. inform winwell.ng in writing promptly if you become aware of any disclosure of your password; and iii. be responsible for any activity on our marketplace arising out of any failure to keep your password confidential, and you may be held liable for any losses arising out of such a failure.d) You represent and warrant that all information provided in the registration form is complete and accurate. e) Your account shall be used solely by you, and you shall not transfer your account to any third party. If you assign any third party with management of your account on your behalf this shall be at your own risk. f) Winwell.ng may suspend or cancel your account, and/or edit your account details, at any time in its sole discretion and without notice or explanation, providing that if it cancels any products or services you have paid for but not received, due to no fault of yours, it shall refund you in respect of the same. g) You may cancel your account on the marketplace by sending an email to our support team.4) Terms and conditions of sale a) You acknowledge and agree that: i. the marketplace is an eCommerce store for sellers to sell and buyers to purchase products. ii. a contract for the sale and purchase of a product will come into force between the buyer and seller, and accordingly both parties commit to buying or selling the relevant product or products, upon the confirmation of the buyer’s purchase via the marketplace.iii. Winwell.ng despite accepting binding sales, on behalf of sellers, is not a party to the transaction between the seller and the buyer; and b) Subject to these general terms and conditions, the seller’s terms shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller: i. products must be of satisfactory quality, fit and safe for any purpose specified in, and conform in all material respects to, the description of the products supplied by the seller to the buyer; and ii. the seller warrants that the seller has good title to, and is the sole legal and beneficial owner of, the products, and that the products are not subject to any third-party rights including in respect of third-party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings iii. the price for a product will be as stated in the relevant product listing. iv. The price of the product shall also include delivery charges, packaging charges, handling charges, administrative charges, and other ancillary costs, and charges. v. the price for the product must include all taxes and comply with applicable laws in force from time to time.5) Payments a) Payments must be made in accordance with the Payments procedure as stated on the marketplace.6) Returns and refundsa) Returned products shall be accepted and refunds issued by Winwell.ng, for and on behalf of the seller. b) Returns of products by buyers and acceptance of returned products by sellers shall be managed by Winwell.ng in accordance with its returns policy as provided for on the marketplace, subject to future amendments. Return shall be at the winwell.ng’s discretion, subject to the laws of the territory. c) Refunds in respect of returned products shall be managed in accordance with the refunds page on the marketplace, as may be amended from time to time. Winwell.ng may offer refunds, in our discretion: i. in respect of the product price. ii. by way of mobile money transfer, bank transfers, payment procedure for the order or such other method as it may determine from time to time.d. Changes to refunds page shall take effect in respect of all purchases made from the date of publication of the change on the winwell.ng’s marketplace. 7) Use of our marketplace You may: a) print pages from our marketplace for your own personal and non-commercial use, providing that such printing is not systematic or excessive. i. stream audio and video files from our marketplace using the media player on our website; and ii. use our marketplace services by means of a web browser, subject to the other provisions of these general terms and conditions. b) Except as expressly permitted by section 8.1 or the other provisions of these general terms and conditions, you must not download any material from our marketplace or save any such material to your computer. c) You may only use our marketplace for your own personal and business purposes in respect of selling or purchasing products on the marketplace. d) Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website. e) Unless you own or control the relevant rights in the material, you must not:i. redistribute material from our marketplace. ii. sell, rent, or sub-license material from our marketplace iii. republish material from our marketplace (including republication on another website) iv. exploit material from our marketplace for a commercial purpose; or f) Notwithstanding section 7( E) above, you may forward links to products on our marketplace and redistribute our newsletter and promotional materials in print and electronic form to any person. g) You must not: i. do anything that interferes with the normal use of our marketplace. ii. use our marketplace in any way that is unethical, unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. iii. use our marketplace in any way or take any action that causes, or may cause, damage to the marketplace or impairment of the performance, availability, accessibility, integrity or security of thewebsite; iv. otherwise tamper with our website;probe, scan or test the vulnerability of our marketplace without our permission; v. impose an unreasonably large load on our marketplace resources (including bandwidth, storage capacity and processing capacity);vi. use our marketplace to copy, store, host, transmit, send, use, publish or distribute any materialwhich consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.vii. circumvent any authentication or security systems or processes on or relating to our website. viii. decrypt or decipher any communications sent by or to our marketplace without our permission. ix. 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 marketplace without our express written consent. x. use our marketplace except by means of our public interfaces xi. access or otherwise interact with our marketplace using any robot, spider or other automated means, except for the purpose of search engine indexing. xii. violate the directives set out in the robots.txt file for our website.use data collected from our marketplace for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); orh) Winwell.ng reserves the right to suspend or restrict access to our website, to areas of our marketplace and/or to functionality upon our website. Winwell.ng may, for example, suspend access to the marketplace during server maintenance or when it updates the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website. 8) Rules about Seller’s content a) In these general terms and conditions, “Seller’s content” refers to: i. all communications on the marketplace, including product reviews, feedback and comments. ii. all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to winwell.ng or our marketplace for storage or publication, processing by, or onward transmission; and b) Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet, and must not: i. constitute spam. ii. cause annoyance, inconvenience, or needless anxiety to any person; or iii. be offensive, obscene, indecent, pornographic, lewd, suggestive, or sexually explicit. iv. depict violence in an explicit, graphic, or gratuitous manner; or v. be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory, or inflammatory.c) Your content, must be in accordance with these general terms and conditions, must be accurate, complete and truthful.d) Your content must not be illegal or unlawful, infringe any person’s legal rights, or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or breach: i. any contractual obligation owed to any person; or ii. any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right. iii. any right of confidence, right of privacy or right under data protection legislation. iv. any court orders.e) You must not submit to our marketplace any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint f) You must not use our marketplace to link to any marketplace or web page consisting of or containing material that would, were it posted on our marketplace, breach the provisions of these general terms and conditions. g) The review function on the marketplace may be used to facilitate buyer reviews on products. You shall not use the review function or any other form of communication to provide inaccurate, inauthentic or fake reviews. h) You must not interfere with a transaction by: (i) contacting another user to buy or sell an item listed on the marketplace outside of the marketplace; or (ii) communicating with a user involved in 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. 9) Our rights to use your content a) You grant to winwell.ng a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute your content across our marketing channels and any existing or future media. b) You grant to winwell.ng the right to bring an action for infringement of the rights licensed under section 9a c) You grant to winwell.ng the right to sub-license the rights licensed above. d) Without prejudice to its other rights under these general terms and conditions, if you breach any of winwell.ng’s rules on content in any way, or if it reasonably suspects that you have breached our rules on content, it may, edit , unpublish or delete any or all of your content. 10) DATA PRIVACY a) Buyers agree to processing of their personal data in accordance with the terms of Winwell.ng’s Privacy and Cookie Notice. b) Winwell.ng shall process all personal data obtained through the marketplace and related services in accordance with the terms of its Privacy and Cookie Notice and Privacy Policy. 11) Copyright and trademarksa) Subject to the express provisions of these general terms and conditions: i. Winwell.ng, together with its licensors, own and control all the copyright and other intellectual property rights in its marketplace and the material on its marketplace; and b) The third party registered and unregistered trademarks or service marks on the marketplace are the property of their respective owners and winwell.ng does not endorse and are not affiliated with any of the holders of any such rights and as such it cannot grant any license to exercise such rights c) Winwell.ng’s logos and our other registered and unregistered trademarks are trademarks belonging to it; and it gives no permission for the use of these trademarks, and such use may constitute an infringement of its rights. 12) Winwell.ng’s role as a marketplacea) You acknowledge that: i. Winwell.ng is not a party to any contract for the sale or purchase of products advertised on the marketplace ii. It is not involved in any transaction between a buyer and a seller in any way, save that it facilitates a marketplace for buyers and sellers and process payments on behalf of sellers. The relevant seller of the product shall always remain exclusively liable for the products they sell on the marketplace iii. Winwell.ng does not confirm the identity of all marketplace users, check their credit worthiness or bona fides, or otherwise vet them.iv. It is not an agent for any buyer or seller, and accordingly, it will not be liable to any person in relation to the offer for sale, sale or purchase of any products advertised on our marketplace; furthermore, it is not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and it will have no obligation to mediate between the parties to any such contract. b) Winwell.ng does not warrant or represent:i. that the marketplace will operate without fault. ii. that the material on the marketplace is up to date iii. the completeness or accuracy of the information published on its marketplace. iv. that the marketplace or any service on the marketplace will remain available. c) Winwell.ng reserves the right to discontinue or alter any or all its marketplace services, and to stop publishing its marketplace, at any time in its sole discretion without notice or explanation; and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any marketplace services, or if winwell.ng stops opearting the marketplace. d) Winwell.ng does not guarantee any commercial results concerning the use of the marketplace. e) To the maximum extent permitted by applicable law and subject to section 13.1 below, winwell.ng excludes all representations and warranties relating to the subject matter of these general terms and conditions, our marketplace and the use of our marketplace. 13) Limitations and exclusions of liability a) The limitations and exclusions of liability set out in this section and elsewhere in these general terms and conditions: i. govern all liabilities arising under these general terms and conditions or relating to the subject matter of these general terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these general terms and conditions. b) In respect of the services offered to you free of charge winwell.ng shall not be liable to you for any loss or damage of any nature whatsoever. c) Winwell.ng’s 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 it under the contract. Each separate transaction on the marketplace shall constitute a separate contract for the purpose of this section. d) Notwithstanding the above, winwell.ng will not be liable to you for any loss or damage of any nature, including in respect of: i. any special, indirect or consequential loss or damage. ii. any losses occasioned by any interruption or dysfunction to the website. iii. any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. iv. any losses arising out of any event or events beyond its reasonable control.e) Winwell.ng has an interest in limiting the personal liability of its officers and employees and, having regard to that interest, you agree that you will not bring any claim personally against its officers or employees in respect of any losses you suffer in connection with the marketplace or these general terms and conditions.14) Indemnification a) You hereby indemnify winwell.ng, and undertake to keep it indemnified, against:i. any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by it to any third party in settlement of a claim or dispute) incurred or suffered by it and arising directly or indirectly out of your use of its marketplace or any breach by you of any provision of these general terms and conditions or the Winwell.ng’s codes, policies or guidelines; and ii. any VAT liability or other tax liability that it may incur in relation to any sale, supply or purchase made through its marketplace, where that liability arises out of your failure to pay, withhold, declare, or register to pay any VAT or other tax properly due in any jurisdiction. 15) Law and jurisdiction a) These general terms and conditions shall be governed by and construed in accordance with the laws of Nigeria. b) Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts with appropriate jurisdiction in Nigeria. 16) Breaches of these general terms and conditions a) If you breach these general terms and conditions, or if winwell.ng reasonably suspects that you have breached these general terms and conditions or any its codes, policies, or guidelines in any way it may: i. temporarily suspend your access to our marketplace. ii. suspend or delete your account on our marketplace; and/or iii. permanently prohibit you from accessing our marketplace. iv. block computers using your IP address from accessing our marketplace. v. contact any or all your internet service providers and request that they block your access to our marketplace. vi. commence legal action against you, whether for breach of contract or otherwise. b) Where winwell.ng suspends, prohibit or blocks your access to its marketplace or a part of its marketplace you must not take any action to circumvent such suspension or prohibition or blocking (e.g. by creating and/or using a different account). 17) Entire agreement These general terms and conditions and Winwell.ng ’s codes, policies and guidelines shall constitute the entire agreement between you and winwell.ng in relation to your use of its marketplace and shall supersede all previous agreements between you and it in relation to your use of our marketplace. 18) Assignment a) You hereby agree that winwell.ng may upon notice given, assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions. b) You shall not without winwell.ng’s prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these general terms and conditions. 19) Variation a) Winwell.ng may revise these general terms and conditions, the seller terms and conditions, and the Winwell.ng’s ‘codes, policies and guidelines from time to time. b) The revised general terms and conditions shall apply from the date of publication on the marketplace. 20) Severability a) Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the economic intent and purpose of the invalid or unenforceable provision. The same shall apply: (i) if the Parties have, unintentionally, failed to address a certain matter in this Agreement; in this case a suitable and equitable provision shall be deemed to have been agreed upon which reflects what the Parties, in the light of the economic intent and purpose of this Agreement, would have agreed upon if they had considered the matter. 21) Waiver The waiver by a Party of any right hereunder shall not be deemed a continuing waiver of such right or of another right hereunder, whether of a similar nature or otherwise. 22) Third party rights a) The exercise of the parties’ rights under a contract under these general terms and conditions is not subject to the consent of any third party b) 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. 23) HEADINGS The headings herein are included for purposes of convenience only and shall not affect the construction or interpretation of any of the provisions of this Agreement. EXHIBIT A The following products are products approved to be sold on the marketplace: • Health Products • Beauty Products • Personal Care • Supplementations and Medications • Home care products.