Terms and Conditions
Terms and Conditions
1. INTRODUCTION
1.1 Soko Makueni (hereinafter referred to as “we”) operates an e-commerce platform consisting of a website and mobile phone application for the sale and purchase of consumer products from Makueni County (hereinafter referred to as “zone”). These general terms and conditions shall apply to vendors (or “seller”) and buyers who shall use the platform and shall govern their use of the market platform and related services.
1.2 By using our platform, a buyer/seller accepts these general terms and conditions in full and if disagreed, one must not use it. If one agrees to use the platform in course of business, one shall be required to:
1.2.1 confirm that he/she has obtained the necessary authority to agree to these general terms and conditions;
1.2.2 bind both themselves, the company or other legal entity that operates that business, to these general terms and conditions; and
1.2.3 agree that these general terms and conditions shall reference both the individual user and the relevant person, company or legal entity unless the context requires otherwise.
2. ACCOUNT REGISTRATION
2.1 The vendor shall be required to pay the prescribed fees vide the Annual Finance Bill.
2.2 You shall not register with our platform if you are under 18 years of age and by registering you warrant and represent to us that you are at least 18 years of age.
2.3 You may register for an account with our platform by completing and submitting the registration form on our platform
2.4 You represent and warrant that all information provided in the registration form is complete and accurate.
2.5 To register for an account with our platform, you shall provide an email address/user ID and password and you agree to:
2.5.1 keep your password confidential;
2.5.2 In case of disclosure/ forgotten password, request for a reset;
2.5.3 be responsible for any activity on our platform arising out of any failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.
2.6 Your account shall be used exclusively by you and shall not be transferable to a third party. If you authorize a third party to manage your account on your behalf this shall be at your own risk.
2.7 We may suspend or cancel your account, and/or edit your account contents, at any time in our sole discretion and without notice but with explanation thereafter, provided that if we cancel any products or services you have paid for but not received, and you have not breached these general terms and conditions, we will compensate you in respect of the same.
2.8 Account cancellation for vendor may be done through contacting us.
3. SERVICE
3.1 The Platform is an online service that allows users to create and publish announcements, to view announcements published by other users, to communicate with other users using the contact details provided in the announcements.
3.2 The Administrator itself is not an importer, manufacturer, distributor or seller of any item, as well as not a provider of any service posted by users on the Platform. In addition, the Administrator is neither a marketer nor a person acting on the user's behalf with respect to the marketing of any goods or services posted on the Platform. The actual sale and purchase contracts or services contracts are entered into directly between the users, and the Administrator itself is not a party to such transactions. The Administrator provides users with an opportunity to communicate.
3.3 Users shall be solely responsible to collect and remit any applicable taxes resulting from the sale of their goods or services posted on the Platform.
3.4 The Administrator reserves a right to delete or block access to announcements posted by users without any notice in the event of:
3.4.1 receiving of mandatory judgments of competent public authorities;
3.4.2 claim of a holder of intellectual property rights to terminate infringement of his/her rights by a user on the Platform;
3.4.3 infringements of rights or legal interests of other users, legal entities, or individuals upon their reasonable request;
3.4.4 detecting that announcement posted by a user on the Platform breaches these Terms or any applicable law, regulation, rule or standard.
3.5 The Administrator is authorized to delete or block announcements of users regardless of providing a user with the relevant substantiation.
3.6 The Administrator retains the right to implement any changes to the Service (whether to free or paid features) at any time, with or without notice. You acknowledge that a variety of Administrator’s actions may impair or prevent you from accessing the Service at certain times and/or in the same way, for limited periods or permanently, and agree that the Administrator has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any content or services.
3.7 Each user of the Service is solely responsible for any and all his or her User Content (as defined below). Because we do not control the User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Service users are solely between you and such user. You agree that the Administrator will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.
3.8 The Service may contain links to third-party websites or resources and advertisements for third parties (collectively, "Third Party Ads"). Such Third-Party Ads are not under the control of the Administrator and the Administrator is not responsible for any Third-Party Ads. The Administrator provides these Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Ads. Advertisements and other information provided by online properties to which the Third Party Ads lead, may not be wholly accurate. You acknowledge sole responsibility for and assume all risk arising from your use of any such online properties. When you link to third party online properties, the applicable service provider's terms and policies, including privacy and data gathering practices, govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Your transactions and other dealings with Third-Party Ads that are found on or through the Service, including payment and delivery of related goods or services, are solely between you and such third party.
3.9 You hereby release us, our officers, employees, agents, and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any Service users or any Third Party Ads.
4. TRADING TERMS AND CONDITIONS
4.1 The user acknowledges and agrees that:
4.1.1 the platform provides an online location for vendors to sell and buyers to purchase products;
4.1.2 we will facilitate linkage between buyer and seller but we will not be party to the transaction;
4.1.3 the vendor’s terms of business shall govern the contract for sale and purchase between the buyer and the vendor. The following will be incorporated into the contract of sale and purchase between the buyer and the vendor:
4.1.3.1 Product pricing will be as stated in the relevant product listing;
4.1.3.2 Product shipping costs as need arises shall be exclusive of the product pricing listing;
4.1.3.3 Product pricing will include all taxes and vendor and buyer are subject to comply with applicable laws.
4.1.4 delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, will be negotiated between buyer and the seller;
4.1.5 products must be of satisfactory quality, fit and safe for the purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by the vendor to the buyer;
4.2 The vendor warrants that the vendor has good title to, and is the sole and legal and beneficial owner of, the products, and that the products are not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings.
4.3 The content for sale should:
4.3.1 be accurate, complete and truthful.
4.3.2 be appropriate, civil and tasteful, and in accord with generally accepted standards of etiquette and behaviour on the internet
4.4 The content must not:
4.4.1 be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually explicit; depict violence in an explicit, graphic or gratuitous manner; or be blasphemous, in breach of racial or religious hatred or discrimination legislation; be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; cause annoyance, inconvenience or needless anxiety to any person; or constitute spam.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).
4.4.2 Your content must not infringe or breach: any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right; any right of confidence, right of privacy or right under data protection legislation; any contractual obligation owed to any person; or any court order.
4.5 The vendor must not use the platform to link to any website or web page consisting of or containing material that would, were it posted on our platform, breach the provisions of these general terms and conditions.
4.6 The vendor must not submit to our platform any material that is or has ever been the subject of any legal proceedings.
4.7 The review function on the platform may be used to facilitate buyer reviews on products and shall not be used as a form of communicating inaccurate, inauthentic or malicious reviews.
4.8 The vendor or buyer must not interfere with a transaction by: contacting another user with the intent to collect any payments; or contacting another user to buy or sell an item listed on the platform outside of the platform; or communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller or item;
4.9 The vendor acknowledges that all users in the platform are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. You shall not send them personal information including credit card details.
4.10 Periodical review of content by the vendor shall be required.
4.11 Users who learn of any unlawful material or activity on our platform, or any material or activity that breaches these general terms and conditions, may inform us.
5. OUR RIGHTS TO USE YOUR CONTENT
5.1 By accepting these terms and conditions, you grant us a worldwide, non-exclusive, royalty-free license to use, store, publish, translate and distribute your content across our promotion channels and any existing channel or future media.
5.2 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
5.3 Without prejudice to our other rights under these general terms and conditions, if you breach our rules on content in any way, or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish or edit any or all of your content.
6. USE OF WEBSITE AND MOBILE APPLICATIONS
6.1 In this section the words “platform” and "website” shall be used interchangeably to refer to Soko Makueni’s websites and mobile applications.
6.2 The user may:
6.2.1 view pages from our website in a web browser;
6.2.2 download pages from our website for caching in a web browser;
6.2.3 print pages from our website for your own personal and non-commercial use, provided that such printing is not systematic or excessive;
6.2.4 stream audio and video files from our website using the media player on our website;
6.2.5 use our platform services by means of a web browser, subject to the other provisions of these general terms and conditions;
6.2.6 use our website for your own personal and business purposes in respect of selling or purchasing products on the platform
6.3 The User shall not;
6.3.1 republish material from our website;
6.3.2 sell, rent or sub-license material from our website;
6.3.3 Redistribute material from our website;
6.3.4 show any material from our website in public;
6.3.5 use material for commercial purposes.
6.4 Links of products, links of newsletters and promotional materials may be forwarded from our website and redistributed in print and electronic form to any person.
6.5 We reserve the right to suspend or restrict access to our website, areas of our website and/or to functionality upon our website. Suspension of website during maintenance may be done, and user must not attempt to circumvent or bypass any access restriction measures on the website.
6.6 The user shall not:
6.6.1 use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;
6.6.2 use our website in any way that is unethical, unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
6.6.3 hack or otherwise tamper with our website;
6.6.4 probe, scan or test the vulnerability of our website without our permission;
6.6.5 circumvent any authentication or security systems or processes on or relating to our website;
6.6.6 Use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
6.6.7 Impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);
6.6.8 Decrypt or decipher any communications sent by or to our website without our permission;
6.6.9 Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
6.6.10 Access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
6.6.11 Violate the directives set out in the robots.txt file for our website;
6.6.12 Use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or
6.6.13 Do anything that interferes with the normal use of our website.
7. PRODUCT COPYRIGHT AND TRADEMARKS
7.1 Subject to the provisions of these general terms and conditions:
7.1.1 We and our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
7.1.2 All the copyright and other intellectual property rights in our website and the material on our website are reserved.
7.1.3 Soko Makueni logo and our other registered trademarks belonging to us; we give no permission for the use of these trademarks, and such use may constitute an infringement of our rights.
7.1.4 The third party registered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.
8. INFORMATION PRIVACY
8.1 Buyers agree to processing their personal data in accordance with the terms of Soko Makueni Privacy and Cookie Notice.
8.2 Soko Makueni shall process all personal data obtained through the platform and related services in accordance with the terms of our Privacy and Cookie Notice and Privacy Policy.
8.3 Vendors shall be directly responsible to buyers for any misuse of their personal data and Soko Makueni shall bear no liability to buyers in respect of any misuse by vendors of their personal data.
9. DUE DILIGENCE AND AUDIT RIGHTS
9.1 We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the platform.
9.2 You agree to provide to us all such information, documentation and access to your business premises as we may require in order to verify your adherence to and performance of your obligations;
9.2.1 For the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
9.2.2 As otherwise required by law or applicable regulation.
10. WARRANTS AND REPRESENTATIONS
10.1 The user acknowledges that:
10.1.1 We do not confirm the identity of all users, check their credit worthiness or bona fides, or otherwise vet them;
10.1.2 We are not involved in any transaction between a buyer and a vendor in any way, save that we facilitate a platform for trading.
10.1.3 We do not check, audit or monitor all information contained in listings;
10.1.4 we are not party to any contract for the sale or purchase of products advertised on the platform;
10.1.5 We are not the agents for any buyer or vendor, and accordingly we will not be liable to any person in relation to the offer for sale, sale or purchase of any products advertised on our platform; furthermore, we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and we will have no obligation to mediate between the parties to any such contract.
10.2 We do not warrant or represent:
10.2.1 The completeness or accuracy of the information published on our platform;
10.2.2 That the platform will operate without fault;
10.2.3 That the material on the platform is up to date; or
10.2.4 That the platform or any service on the platform will remain available.
10.3 We reserve the right to discontinue or alter any or all of our platform services, and to stop publishing our platform, at any time in our sole discretion without notice or explanation; and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any platform services, or if we stop publishing the platform.
10.4 We do not guarantee any commercial results concerning the use of the platform.
10.5 To the maximum extent permitted by applicable law and subject to section below, we exclude all representations and warranties relating to the subject matter of these general terms and conditions, our platform and the use of our platform.
11. IMPORTANT DISCLAIMERS
11.1 All services rendered by the administrator are rendered “as is”, “as available” and “with all faults”, and the administrator disclaims all warranties, expressed or implied, including without limitation any guarantees regarding condition, quality, life duration, performance, accuracy, reliability, commercial value and suitability for specific purposes. All such warranties and liabilities are hereby excluded.
11.2 Administrator has no control over and does not guarantee the existence, quality, safety or legality of goods and services published by users on the platform; the trustworthiness or accuracy of information provided by users in the announcements; the ability of sellers to sell goods or to provide services; the ability of buyers to pay for goods or services; or that a user will actually complete a transaction. Administrator makes no guarantees concerning that manufacturing, import, export, offer, displaying, purchase, sale, advertising and/or use of products or services, which are offered or displayed on the platform do not infringe any third parties’ rights. Therefore, administrator expressly disclaims any liability in connection to materials and information posted by users on the platform.
11.3 You are encouraged to check the goods before payment and to request the seller to provide documents confirming compliance of the goods with applicable requirements of laws, regulations, rules, guidelines, standards.
11.4 You acknowledge that you are solely responsible for your safety and you understand that you should meet with other individuals for completion of a transaction only in safe public places in daylight hours. You are solely responsible for conducting due diligence of any individual or organization requesting a meeting to conduct a job interview or to complete a transaction. Administrator disclaims any responsibility for user’s interaction with any individual or organization.
12. LIMITATIONS AND EXCLUSIONS OF LIABILITY
12.1 Nothing in these general terms and conditions will: limit any liabilities in any way that is not permitted under applicable law; or exclude any liabilities or statutory rights that may not be excluded under applicable law. The limitations and exclusions of liability set out in these general terms and conditions:
12.1.1 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, and breach of statutory duty, except to the extent expressly provided otherwise in these general terms and conditions.
12.1.2 In respect of the services offered to you free of charge we will not be liable to you for any loss or damage of any nature whatsoever.
12.1.3 Our aggregate liability to you in respect of any contract to provide services to you under these general terms and conditions shall not exceed the total amount paid and payable to us under the contract. Each separate transaction on the platform shall constitute a separate contract for the purpose of this section.
12.1.4 we will not be liable to you for any loss or damage of any nature, including in respect of: any losses occasioned by any interruption or dysfunction to the website; any losses arising out of any event or events beyond our reasonable control; any business losses, including loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill; any loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage.
12.2 Our platform includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. We have no control over third party websites and their contents, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
13. INDEMNIFICATION
13.1 You agree to indemnify and hold the Administrator, its successors, subsidiaries, affiliates, related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents, and representatives of each of them harmless from any claim or demand, including costs and attorneys’ fees, made by any third party due to or arising out of:
13.1.1 your use of the Platform;
13.1.2 your User Content;
13.1.3 your violation of any representation, warranty, covenant, or obligation stipulated in these Terms;
13.1.4 your violation of any applicable law, industry-standard, regulation, guideline, rule;
13.1.5 any transaction entered into by you via the Platform or your violation of terms of such transaction.
13.2 The Administrator reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
13.3 Any VAT liability or other tax liability that we may incur in relation to any sale, supply or purchase made through our platform, where that liability arises out of your failure to pay, withhold, declare or register to pay any VAT or other tax properly due in any jurisdiction.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 Information you submit to us as part of your registration, and any data, text, pictures and other materials that you may submit or post on the Platform (the “User Content”) remain your intellectual property, and the Administrator does not claim any ownership of the copyright or other proprietary intellectual property rights in such registration information and the User Content. Notwithstanding the foregoing, you agree that the Administrator may retain copies of all registration information and the User Content and use such information and the User Content as reasonably necessary for or incidental to its operation of the Service and as described in these Terms and the Privacy Policy.
14.2 You grant the Administrator the non-exclusive, worldwide, transferable, perpetual, irrevocable right to copy, modify, adapt, store, publish, distribute, publicly display and perform, communicate and make available to the public the User Content in connection with the Service, including to use and make the User Content public on the affiliated web-site, as well as for the Administrator’s marketing, advertising, and other purposes.
14.3 You agree, and represent and warrant, that your use of the Service, or any portion thereof, will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties.
14.4 Materials on the Platform, except those posted by the user, including but not limited to texts, software, scripts, graphics, photos, sounds, music, videos, interactive functions, etc. ("Materials") and trademarks, service marks and logos included in it ("Marks") belong to or are licensed by the Administrator representing items of copyright and of any other intellectual property rights. Any use of such Materials and Marks without prior notice of the Administrator is not allowed. Notice for Claims of Intellectual Property Violations and Copyright Infringement.
14.5 If you are a holder of intellectual property rights or a person authorized to act in the name of a holder of intellectual property rights and you reasonably believe that information that is posted to the Platform someway infringes your intellectual property rights or intellectual property rights of a person, in which name you act, you may provide notification to the Administrator requiring to delete such material. In this regard, you shall warrant that your appeal has a legal basis, and you act in good faith according to law.
14.6 When providing relevant notification concerning infringement of rights you shall ensure that your request corresponds to the form below and includes the following:
14.6.1 an appeal should include the physical or electronic signature of a person empowered for acting in the name of a holder of the right, which is believed to be infringed;
14.6.2 the objects of intellectual property right, rights on which were supposedly infringed, shall be specified. If several objects exist, the entire list of such items shall be provided;
14.6.3 you shall specify materials (with an indication of specific URL-pages), which are stated to infringe rights or themselves are the objects of infringement;
14.6.4 you shall provide contact information so that the Administrator would be able to contact you, for example, address, phone number, and email address;
14.6.5 signed application with regard to your faithful and reasonable believe in those materials being the objects of complaint concerning infringement of intellectual property rights are used without a right holder’s or its representative’s consent, and also that this is not allowed by law;
14.6.6 signed application with regard to that a holder of intellectual property rights releases the Administrator from any third parties' claims related to deletion of relevant materials by the Administrator;
14.6.7 signed application with regard to that information contained in a notification is accurate under penalty of perjury, and you are authorized to act in the name of a holder of an exclusive right, which has been supposedly infringed;
14.6.8 statutory regulations which you believe to be violated in connection to using of disputable content;
14.6.9 state, in which territory you believe the rights to be infringed;
14.6.10 copies of documents establishing rights for an object of intellectual property right, which is subject to security, as well as a document that confirms powers for acting in the holder’s name, in attachments to your appeal.
15. BREACHES OF THESE GENERAL TERMS AND CONDITIONS
15.1 If we permit the registration of an account on our platform it will remain open indefinitely, subject to these general terms and conditions. If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any Soko Makueni codes, policies or guidelines in any way we may:
15.1.1 Temporarily suspend your access to our platform;
15.1.2 Permanently prohibit you from accessing our platform;
15.1.3 Block computers using your IP address and/or MAC address from accessing our platform;
15.1.4 Contact any or all of your internet service providers and request that they block your access to our platform;
15.1.5 Suspend or delete your account on our platform; and/or
15.1.6 Commence legal action against you, whether for breach of contract or otherwise.
15.2 Where we suspend, prohibit or block your access to our platform or a part of our platform you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
16. ENTIRE AGREEMENT
16.1 These general terms and conditions and the Soko Makueni codes, policies and guidelines (and in respect of sellers the seller terms and conditions) shall constitute the entire agreement between you and us in relation to your use of our platform and shall supersede all previous agreements between you and us in relation to your use of our platform.
17. HIERARCHY
17.1 Should these general terms and conditions, the seller terms and conditions, and the Soko Makueni codes, policies and guidelines be in conflict, these terms and conditions, the seller terms and conditions and the Soko Makueni codes, policies and guidelines shall prevail in the order here stated.
18. VARIATION
18.1 We may revise these general terms and conditions, the seller terms and conditions, and the Soko Makueni codes, policies and guidelines from time to time.
18.2 The revised general terms and conditions shall apply from the date of publication on the platform.
19. SEVERABILITY
19.1 If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue to be in effect.
19.2 If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue to be in effect.
20. ASSIGNMENT
20.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions.
20.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these general terms and conditions.
21. Third party rights
21.1 A contract under these general terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
21.2 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.
22. Law and jurisdiction
22.1 These general terms and conditions shall be governed by and construed in accordance with the laws of Kenya.
22.2 Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of Kenya.