General Terms and Conditions of Use of the Marketplace for Buyers and Sellers
Contents
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 account
a) 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 refunds
a) 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); or
h) 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 trademarks
a) 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 marketplace
a) 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.
