General Terms and Conditions of Use of the Marketplace for Buyers
and Sellers
1. Introduction
1.1. “RibiGifts” is the trading name for the RibiGifts group
companies listed at Appendix 1. Each RibiGifts group company
(“RibiGifts” or “we”) operates an e-commerce platform consisting
of a website and mobile application (“marketplace”) together with
supporting IT logistics and payment infrastructure for the sale
and purchase of consumer products and services (“products”) in its
allocated territory as defined at Appendix 1 (“territory”).
1.2. These general terms and conditions shall apply to
buyers and sellers on the marketplace and shall govern your use of
the marketplace and related services.
1.3. 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 must not use our
marketplace.
1.4. If you use our marketplace in the
course of a business or other organizational project then by so
doing you:
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1.4.1. Confirm that you have obtained the necessary authority to
agree to these general terms and conditions;
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1.4.2. 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
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1.4.3. 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.
2. Registration and account
2.1. You may not register with our marketplace if you are under
18 years of age (by using our marketplace or agreeing to these
general terms and conditions you warrant and represent to us that
you are at least 18 years of age).
2.2. 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:
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2.2.1. keep your password confidential;
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2.2.2. Notify us in writing immediately (using our contact
details provided at section 26) if you become aware of any
disclosure of your password; and
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2.2.3. be responsible for any activity on our marketplace
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.
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2.2.4. Your account shall be used exclusively by you and you
shall not transfer your account to any third party. If you
authorize any third party to manage your account on your behalf
this shall be at your own risk.
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2.2.5. We may suspend or cancel your account and/or edit your
account details at any time in our sole discretion and without
notice or explanation providing that if we cancel any products
or services you have paid for but not received and you have not
breached these general terms and conditions we will refund you
in respect of the same.
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You may cancel your account on our marketplace by contacting us
3. Terms and conditions of sale
3.1. You acknowledge and agree that:
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3.1.1. the marketplace provides an online location for sellers
to sell and buyers to purchase products;
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3.1.2. we shall accept binding sales on behalf of sellers but
(unless RibiGifts is indicated as the seller) RibiGifts is not a
party to the transaction between the seller and the buyer; and
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3.1.3. a contract for the sale and purchase of a product or
products will come into force between the buyer and seller and
accordingly you commit to buying or selling the relevant product
or products upon the buyer’s confirmation of purchase via the
marketplace.
3.2. Subject to these general terms and conditions the
seller’s terms of business 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:
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3.2.1. the price for a product will be as stated in the relevant
product listing;
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3.2.2. the price for the product must include all taxes and
comply with applicable laws in force from time to time;
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3.2.3. delivery charges packaging charges handling charges
administrative charges insurance costs other ancillary costs and
charges where applicable will only be payable by the buyer if
this is expressly and clearly stated in the product listing; and
delivery of digital products may be made electronically;
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3.2.4. products must be of satisfactory quality fit and safe for
any 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 seller to the buyer; and
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3.2.5. in respect of physical products sold the seller warrants
that the seller has good title to and is the sole legal and
beneficial owner of the products and/or has the right to supply
the products pursuant to this agreement 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; and in respect of digital products the seller
warrants that the seller has the right to supply the digital
products to the buyer.
4. Returns and refunds
4.1. Returns of products by buyers and acceptance of returned
products by sellers shall be managed by us in accordance with the
returns page on the marketplace as may be amended from time to
time. Acceptance of returns shall be in our discretion subject to
compliance with applicable laws of the territory.
4.2.
Refunds in respect of returned products shall be managed in
accordance with the refunds page on the marketplace as may be
amended from time to time. Our rules on refunds shall be exercised
in our discretion subject to applicable laws of the territory. We
may offer refunds in our discretion:
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4.2.1. in respect of the product price;
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4.2.2. local and/or international shipping fees (as stated on
the refunds page); and
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by way of store credits vouchers mobile money transfer bank
transfers or such other methods as we may determine from time to
time.
4.3. Returned products shall be accepted and refunds
issued by RibiGifts acting for and on behalf of the seller.
Notwithstanding paragraphs 4.1 and 4.2 above in respect of digital
products or services and fresh food RibiGifts shall issue refunds in
respect of failures in delivery only. Refunds of payment for such
products for any other reasons shall be subject to the seller’s
terms and conditions of sale.
4.4. Changes to our returns
page or refunds page shall be effective in respect of all purchases
made from the date of publication of the change on our website.
5. Payments
5.1. You must make payments due under these general terms and
conditions in accordance with the Payments Information and
Guidelines on the marketplace.
6. Store Credit
6.1. Store Credits may be earned and managed in accordance with
the RibiGifts Store Credit Terms and Conditions as may be amended
from time to time. RibiGifts reserves the right to cancel or
withdraw RibiGifts store credit rewards for any reason in its
discretion including if we suspect fraud or foul play. You can
view Reward Store Credit terms and conditions on our website
7. Promotions
7.1. Promotions and competitions run by RibiGifts and/or other
promoters shall be managed in accordance with the Promotions Terms
and Conditions. You can view each Promotion's terms and conditions
on our website
8. Rules about your content
8.1. In these general terms and conditions
your content
means:
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8.1.1. 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 us or
our marketplace for storage or publication processing by or
onward transmission; and
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8.1.2. all communications on the marketplace including product
reviews feedback and comments.
8.2. Your content and the use of your content by us in
accordance with these general terms and conditions must be accurate
complete and truthful.
8.3. Your content must be
appropriate civil and tasteful and accord with generally accepted
standards of etiquette and behaviour on the internet and must not:
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8.3.1. be offensive obscene indecent pornographic lewd
suggestive or sexually explicit;
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8.3.2. depict violence in an explicit graphic or gratuitous
manner; or
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8.3.3. be blasphemous in breach of racial or religious hatred or
discrimination legislation;
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8.3.4. be deceptive fraudulent threatening abusive harassing
anti-social menacing hateful discriminatory or inflammatory;
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8.3.5. cause annoyance inconvenience or needless anxiety to any
person; or
- 8.3.6. constitute spam.
8.4. 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:
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8.4.1. any copyright moral right database right trademark right
design right right in passing off or other intellectual property
right;
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8.4.2. any right of confidence right of privacy or right under
data protection legislation;
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8.4.3. any contractual obligation owed to any person; or
- any court order.
8.5. You must not use our marketplace to link to any
website 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.
8.6. 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.
8.7. 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.
8.8. You
must not interfere with a transaction by
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8.8.1. contacting another user to buy or sell an item listed on
the marketplace outside of the marketplace; or
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8.8.2. communicating with a user involved in an active or
completed transaction to warn them away from a particular buyer
seller or item; or
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8.8.3. contacting another user with the intent to collect any
payments.
8.9. You acknowledge that all users of the marketplace
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.
8.10. We may periodically review your
content and we reserve the right to remove any content at our
discretion for any reason whatsoever.
8.11. If you learn
of any unlawful material or activity on our marketplace or any
material or activity that breaches these general terms and
conditions you may inform us by contacting us as provided at section
9. Our rights to use your content
9.1 - You grant to us a worldwide irrevocable non-exclusive
royalty-free license to use reproduce store adapt publish
translate and distribute your content on our marketplace and
across our marketing channels and any existing or future media.
9.2
- You grant to us the right to sub-license the rights licensed
under section 9.1
9.3 - You grant to us the right to
bring an action for infringement of the rights licensed under
section 9.1
9.4 - 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.
9.5 - 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.
10. Use of website and mobile applications
10.1. In this section 10 words “marketplace” and website” shall be
used interchangeably to refer to RibiGifts’s websites and mobile
applications.
10.2. You may:
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10.2.1. view pages from our website in a web browser;
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10.2.2. download pages from our website for caching in a web
browser;
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10.2.3. print pages from our website for your own personal and
non-commercial use providing that such printing is not
systematic or excessive;
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10.2.4. stream audio and video files from our website using the
media player on our website; and
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10.2.5. use our marketplace services by means of a web browser
subject to the other provisions of these general terms and
conditions.
10.3. Except as expressly permitted by section 10.2 or
the other provisions of these general terms and conditions you must
not download any material from our website or save any such material
to your computer.
10.4. You may only use our website for
your own personal and business purposes in respect of selling or
purchasing products on the marketplace.
10.5. Except as
expressly permitted by these general terms and conditions you must
not edit or otherwise modify any material on our website.
10.6.
Unless you own or control the relevant rights in the material you
must not:
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10.6.1 republish material from our website (including
republication on another website);
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10.6.2. sell rent or sub-license material from our website;
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10.6.3. show any material from our website in public;
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10.6.4. exploit material from our website for a commercial
purpose; or
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10.6.5. redistribute material from our website.
10.7. Notwithstanding section 10.6 you may forward links
to products on our website and redistribute our newsletter and
promotional materials in print and electronic form to any person.
10.8.
We reserve the right to suspend or restrict access to our website to
areas of our website and/or to functionality upon our website. We
may for example suspend access to the website during server
maintenance or when we update the website. You must not circumvent
or bypass or attempt to circumvent or bypass any access restriction
measures on the website.
10.9. You must not:
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10.9.1. 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;
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10.9.2. 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;
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10.9.3. hack or otherwise tamper with our website;
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10.9.4. probe scan or test the vulnerability of our website
without our permission;
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10.9.5. circumvent any authentication or security systems or
processes on or relating to our website;
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10.9.6. 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;
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10.9.7. impose an unreasonably large load on our website
resources (including bandwidth storage capacity and processing
capacity);
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10.9.8. decrypt or decipher any communications sent by or to our
website without our permission;
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10.9.9. 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;
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10.9.10. access or otherwise interact with our website using any
robot spider or other automated means except for the purpose of
search engine indexing;
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10.9.11. use our website except by means of our public
interfaces;
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10.9.12. violate the directives set out in the robots.txt file
for our website;
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10.9.13. use data collected from our website for any direct
marketing activity (including without limitation email marketing
SMS marketing telemarketing and direct mailing); or
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10.9.14. do anything that interferes with the normal use of our
website.
11. Copyright and trademarks
11.1. Subject to the express provisions of these general terms and
conditions:
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11.1.1. we together with our licensors own and control all the
copyright and other intellectual property rights in our website
and the material on our website; and
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11.1.2. all the copyright and other intellectual property rights
in our website and the material on our website are reserved.
11.2. RibiGifts’s logos and our other registered and
unregistered trademarks are trademarks belonging to us; we give no
permission for the use of these trademarks and such use may
constitute an infringement of our rights.
11.3. The third
party registered and unregistered trademarks or service marks on our
website are the property of their respective owners and we do not
endorse and are not affiliated with any of the holders of any such
rights and as such we cannot grant any license to exercise such
rights.
12. Data privacy
12.1. Buyers agree to processing of their personal data in
accordance with the terms of RibiGifts’s Privacy and Cookie
Notice.
12.2. RibiGifts shall process all personal data
obtained through the marketplace and related services in
accordance with the terms of our Privacy and Cookie Notice and
Privacy Policy.
12.3. Sellers shall be directly
responsible to buyers for any misuse of their personal data and
RibiGifts shall bear no liability to buyers in respect of any
misuse by sellers of their personal data.
13. Due diligence and audit rights
13.1. We operate an anti-fraud and anti-money laundering
compliance program and reserve the right to perform due diligence
checks on all users of the marketplace.
13.2. You agree
to provide to us all such information documentation and access to
your business premises as we may require:
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13.2.1. in order to verify your adherence to and performance of
your obligations under these terms and conditions;
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13.2.2. for the purpose of disclosures pursuant to a valid order
by a court or other governmental body; or
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13.2.3. as otherwise required by law or applicable regulation.
14. RibiGifts’s role as a marketplace
14.1. You acknowledge that:
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14.1.1. RibiGifts facilitates a marketplace for buyers and third
party sellers or RibiGifts where RibiGifts is the seller of a
product;
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14.1.2. the relevant seller of the product (whether RibiGifts is
the seller or whether it is a third party seller) shall at all
times remain exclusively liable for the products they sell on
the marketplace; and
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14.1.3. in the event that there is an issue arising from the
purchase of a product on the marketplace the buyer should seek
recourse from the relevant seller of the product by following
the process set out in
RibiGifts's Dispute Resolution Policy
14.2. We commit to ensure that RibiGifts or third party
sellers as applicable submit information relating to their products
on the marketplace that is complete accurate and up to date and
pursuant thereto:
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14.2.1. the relevant seller warrants and represents the
completeness and accuracy of their information published on our
marketplace relating to their products;
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14.2.2. the relevant seller warrants and represents that the
material on the marketplace is up to date; and
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14.2.3. if a buyer has a complaint relating to the accuracy or
completeness of the product information received from a seller
(including where RibiGifts is the seller) the buyer can seek
recourse from the relevant seller by following the process set
out in the
RibiGifts's Dispute Resolution Policy.
14.3. We do not warrant or represent that the
marketplace will operate without fault; or that the marketplace or
any service on the marketplace will remain available during the
occurrence of events beyond RibiGifts’s control (force majeure
events) which include but are not limited to; flood drought
earthquake or other natural disasters; hacking viruses malware or
other malicious software attacks on the marketplace; terrorist
attacks civil war civil commotion or riots; war threat of or
preparation for war; epidemics or pandemics; or extra-constitutional
events or circumstances which materially and adversely affect the
political or macro-economic stability of the territory as a
whole.
14.4. We reserve the right to discontinue or alter
any or all of our marketplace services and to stop publishing our
marketplace 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
marketplace services or if we stop publishing the marketplace. This
is without prejudice to your rights in respect of any unfulfilled
orders or other existing liabilities of RibiGifts.
14.5.
If we discontinue or alter any or all of our marketplace in
circumstances not relating to force majeure we will provide prior
notice to the buyers and sellers of not less than fifteen (15) days
with clear guidance on the way forward for the pending transactions
or other existing liabilities of RibiGifts.
14.6. We do not guarantee any commercial results
concerning the use of the marketplace.
To the maximum
extent permitted by applicable law and subject to section 15.1 below
we exclude all representations and warranties relating to the
subject matter of these general terms and conditions our marketplace
and the use of our marketplace.
15. Limitations and exclusions of liability
15.1. Nothing in these general terms and conditions will:
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15.1.1. limit any liabilities in any way that is not permitted
under applicable law; or
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15.1.2. exclude any liabilities or statutory rights that may not
be excluded under applicable law.
15.2. The limitations and exclusions of liability set
out in this section 15 and elsewhere in these general terms and
conditions:
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15.2.1. are subject to section 15.1; and
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15.2.2. govern all liabilities arising under these general terms
and conditions or relating to the subject matter of these
general terms and conditions including liabilities arising in
contract in tort (including negligence) and for breach of
statutory duty except to the extent expressly provided otherwise
in these general terms and conditions.
15.3. In respect of the services offered to you free of
charge we will not be liable to you for any loss or damage of any
nature whatsoever.
15.4. Our aggregate liability to you
in respect of any contract to provide services to you under these
general terms and conditions shall not exceed the total amount paid
and payable to us under the contract. Each separate transaction on
the marketplace shall constitute a separate contract for the purpose
of this section 15.
15.5. Notwithstanding section 15.4 above we will not be
liable to you for any loss or damage of any nature including in
respect of:
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15.5.1. any losses occasioned by any interruption or dysfunction
to the website;
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15.5.2. any losses arising out of any event or events beyond our
reasonable control;
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15.5.3. any business losses including (without limitation) loss
of or damage to profits income revenue use production
anticipated savings business contracts commercial opportunities
or goodwill;
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15.5.4. any loss or corruption of any data database or software;
or
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15.5.5. any special indirect or consequential loss or damage.
15.6. We accept that we have an interest in limiting the
personal liability of our officers and employees and having regard
to that interest you acknowledge that we are a limited liability
entity; you agree that you will not bring any claim personally
against our officers or employees in respect of any losses you
suffer in connection with the marketplace or these general terms and
conditions (this will not limit or exclude the liability of the
limited liability entity itself for the acts and omissions of our
officers and employees).
15.7. Our marketplace 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.
16. Indemnification
16.1. You hereby indemnify us and undertake to keep us indemnified
against:
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16.1.1. any and all losses damages costs liabilities and
expenses (including without limitation legal expenses and any
amounts paid by us to any third party in settlement of a claim
or dispute) incurred or suffered by us and arising directly or
indirectly out of your use of our marketplace or any breach by
you of any provision of these general terms and conditions or
the RibiGifts codes policies or guidelines; and
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16.1.2. any VAT liability or other tax liability that we may
incur in relation to any sale supply or purchase made through
our 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.
17. Breaches of these general terms and conditions
17.1. If we permit the registration of an account on our
marketplace it will remain open indefinitely subject to these
general terms and conditions.
17.2. If you breach these
general terms and conditions or if we reasonably suspect that you
have breached these general terms and conditions or any RibiGifts
codes policies or guidelines in any way we may:
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17.2.1. temporarily suspend your access to our marketplace;
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17.2.2. permanently prohibit you from accessing our marketplace;
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17.2.3. block computers using your IP address from accessing our
marketplace;
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17.2.4. contact any or all of your internet service providers
and request that they block your access to our marketplace;
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17.2.5. suspend or delete your account on our marketplace;
and/or
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17.2.6. commence legal action against you whether for breach of
contract or otherwise.
17.3. Where we suspend prohibit or block your access to
our marketplace or a part of our marketplace you must not take any
action to circumvent such suspension or prohibition or blocking
(including without limitation creating and/or using a different
account).
18. Entire agreement
18.1. These general terms and conditions and the RibiGifts 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 marketplace and
shall supersede all previous agreements between you and us in
relation to your use of our marketplace.
19. Hierarchy
19.1. Should these general terms and conditions the seller terms
and conditions and the RibiGifts codes policies and guidelines be
in conflict these terms and conditions the seller terms and
conditions and the RibiGifts codes policies and guidelines shall
prevail in the order here stated.
20. Variation
20.1. We may revise these general terms and conditions the seller
terms and conditions and the RibiGifts codes policies and
guidelines from time to time.
20.2. The revised general
terms and conditions shall apply from the date of publication on
the marketplace.
21. No waiver
21.1. No waiver of any breach of any provision of these general
terms and conditions shall be construed as a further or continuing
waiver of any other breach of that provision or any breach of any
other provision of these general terms and conditions.
22. Severability
22.1. 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
in effect.
22.2. 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 in effect.
23. Assignment
23.1. 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.
23.2. 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.
24. Third party rights
24.1. 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.
24.2. 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.
25. Law and jurisdiction
25.1. These general terms and conditions shall be governed by and
construed in accordance with the laws of the territory.
25.2.
Any disputes relating to these general terms and conditions shall
be subject to the exclusive jurisdiction of the courts of the
territory.
26. Our company details and notices
26.1. You can contact us by using the contact details listed in
Appendix 1.
26.2. You may contact our sellers for
after-sales queries including any disputes by requesting their
contact details from the RibiGifts in accordance with the
Dispute Resolution Policy
pursuant to which RibiGifts shall be obliged to ensure that the
seller is clearly identifiable.
26.3. You consent to
receive notices electronically from us. We may provide all
communications and information related to your use of the
marketplace in electronic format either by posting to our website
or application or by email to the email address on your account.
All such communications will be deemed to be notices in writing
and received by and properly given to you.