Terms and Conditions

This Agreement was last modified on 18 February 2016.

1. Introduction

1.1   256Mart operates an e-commerce platform consisting of a website and mobile application (“marketplace”), together with supporting logistics and payment infrastructure, for the sale and purchase of consumer products in Uganda (“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:

1.4.1    confirm that you have obtained the necessary authority to agree to these general terms and conditions;

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

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   You may register for an account with our marketplace by completing and submitting the registration form on our marketplace.

2.3.   You represent and warrant that all information provided in the registration form is complete and accurate.

2.4.   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:

2.4.1   keep your password confidential;

2.4.2   notify us in writing immediately (using our contact details provided at section (23) if you become aware of any disclosure of your password; and

2.4.3   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.

2.5.   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.

2.6.   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.

2.7 You may cancel your account on our marketplace by contacting us as provided at section

3.   Terms and conditions of sale

Terms and conditions of sale
3.1.   You acknowledge and agree that:
3.1.1.   the marketplace provides an online location for sellers to sell and buyers to purchase products;
3.1.2.   we shall accept binding sales, on behalf of sellers, but 256Mart is not a party to the transaction between the seller and the buyer; and

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:

3.2.1.   the price for a product will be as stated in the relevant product listing;
3.2.2.   the price for the product must include all taxes and comply with applicable laws in force from time to time;

3.2.3.   delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, will only be payable by the buyer if this is expressly and clearly stated in the product listing;

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

3.2.5   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 or restrictions including in respect of third party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings.

4. 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.

5. Our rights to use your content

5.1.  You grant to us 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.

5.2.  You grant to us the right to sub-license the rights licensed under section 5.1.
5.3.   You grant to us the right to bring an action for infringement of the rights licensed under section 5.1.
5.4.   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.

5.5.  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.

6. Data privacy

6.1.  Buyers agree to processing of their personal data in accordance with the terms of 256Mart’s Privacy and Cookie Notice.

6.2.  256Mart 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.

6.3.  Sellers shall be directly responsible to buyers for any misuse of their personal data and 256Mart shall bear no liability to buyers in respect of any misuse by sellers of their personal data.

7.Due diligence and audit rights

7.1.  We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the marketplace.

7.2.  You agree to provide to us all such information, documentation and access to your business premises as we may require:

7.2.1.   in order to verify your adherence to, and performance of, your obligations under this Agreement;

7.2.2.   for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or

7.2.3.  as otherwise required by law or applicable regulation.

8. 256Mart’s role as a marketplace

8.1.  You acknowledge that:

(1.) 8.1.1.  we do not confirm the identity of all marketplace users, check their credit worthiness or bona fides, or otherwise vet them;
(2.) 8.1.2.  we do not check, audit or monitor all information contained in listings;we are not party to any contract for the sale or purchase of products advertised on the marketplace;

8.1.3.   we are not party to any contract for the sale or purchase of products advertised on the marketplace;

8.1.4.  we are not involved in any transaction between a buyer and a seller in any way, save that we facilitate a marketplace for buyers and sellers and process payments on behalf of sellers;

8.1.5.   we are not the agents for any buyer or seller,
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 marketplace; 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.

8.2. We do not warrant or represent:

8.2.1.  the completeness or accuracy of the information published on our marketplace;

8.2.2.  that the material on the marketplace is up to date;

8.2.3.  that the marketplace will operate without fault; or

8.2.4.  that the marketplace or any service on the marketplace will remain available.

8.3.  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.

8.4.   We do not guarantee any commercial results concerning the use of the marketplace.

8.5:  To the maximum extent permitted by applicable law and subject to section 8.1 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.

9. Limitations and exclusions of liability

9.1. Nothing in these general terms and conditions will:

9.1.1.  limit any liabilities in any way that is not permitted under applicable law; or 9.1.2.  exclude any liabilities or statutory rights that may not be excluded under applicable law.

9.2.  The limitations and exclusions of liability set out in this section 9 and elsewhere in these general terms and conditions: 9.2.1.  are subject to section 9.1; and 9.2.2.  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.

9.3.  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.

9.4.  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.9.4.

9.5.  Notwithstanding section 9.4 above, we will not be liable to you for any loss or damage of any nature, including in respect of:
9.5.1. any losses occasioned by any interruption or dysfunction to the website;
9.5.2. any losses arising out of any event or events beyond our reasonable control;
9.5.3. any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;
9.5.4.  any loss or corruption of any data, database or software; or

9.5.5.   any special, indirect or consequential loss or damage.

9.6.   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).

9.7.   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.

10. Indemnification

10.1.  You hereby indemnify us, and undertake to keep us indemnified, against:

10.1.1.  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 256Mart codes, policies or guidelines; and

10.1.2.  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.

11. Breaches of these general terms and conditions

11.1.  If we permit the registration of an account on our marketplace it will remain open indefinitely, subject to these general terms and conditions.

11.2.  If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any 256Mart codes, policies or guidelines in any way we may:

11.2.1  temporarily suspend your access to our marketplace;

11.2.2.   permanently prohibit you from accessing our marketplace;

11.2.3.   block computers using your IP address from accessing our marketplace;

11.2.4.  contact any or all of your internet service providers and request that they block your access to our marketplace;

11.2.5.   suspend or delete your account on our marketplace; and/or

11.2.6.   commence legal action against you, whether for breach of contract or otherwise.

11.3.   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).

12. Entire agreement

12.1.  These general terms and conditions and the 256Mart 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.

13. Variation

13.1.  We may revise these general terms and conditions, the seller terms and conditions, and the 256Mart codes, policies and guidelines from time to time.

13.2.  The revised general terms and conditions shall apply from the date of publication on the marketplace.

14. Severability

14.1.   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.

14.2.  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.

15. Assignment

15.1.  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.

15.2.  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.

16.Third party rights

16.1.  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.

16.2.  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.

17. Law and jurisdiction

17.1.  These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.

17.2.   Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.

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