These Terms and Conditions (the Terms) are a legal agreement between you (“Supplier”) and Mbata Store, registered under C2Z Digital Solution company in Tanzania with offices located at Clock Tower, 23100 Postal Building, Arusha Tanzania and owner of the trademark of Mbata Store. “we”, “us” and “Mbata Store” means the applicable Mbata Store Contracting Party.
The Terms govern your use of the Mbata Store Purchasing Services (as defined below).
The Terms shall be governed by and interpreted in accordance with the laws of the United Republic of Tanzania applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Tanzania with respect to any dispute or claim arising out of or in connection with the Terms.
The Terms may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms and Terms available in another language, the most current English version of the Terms will prevail.
If any provision, or portion of the provision, in these Terms, is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms, and the Terms will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms.
Description of the Services
Mbata Store is a comprehensive commerce solution. Mbata Store allows registered suppliers to create and update one or more online storefronts for capturing orders. Once you have registered as a supplier to IMbata Store, we will market goods we procure from you through a Mbata Store web sub-domain, social media channels or any other media which we find suitable. Any such services offered by Mbata Store are referred to in these Terms as the “Purchaser Services”. Any new features or tools which are added to the current Services shall be also subject to the same Terms.
Acceptance of the terms
Before becoming a Mbata Store supplier you should carefully read and understand these Terms which will govern the use of the Services.
You will be deemed to have read, understood, and agreed to be bound by these Terms upon clicking on the “Accept” option at the point of signing up to be a supplier and/or physically signing this purchase agreement.
Mbata Store reserves the right to update and change the Terms at any time by posting updates and changes to the Mbata Store website and sharing a direct notification via electronic channels. You are advised to check the Terms from time to time for any updates or changes that may impact you and if you do not accept such amendments.
Becoming a supplier:
The following pre-conditions are required to become a registered supplier:
- You are 18 years or older
- You are a Limited Company, Sole Proprietor, or other acceptable registered business entity
- You provide your full legal name, a valid phone number, email address, TIN registration number, VRN, NIN for one director, and any other information and document required. The information provided should be accurate, it’s prohibited to use false information or impersonate another person or company through your submission. Mbata Store may reject your supplier application or cancel an existing Account, for any reason, in our sole discretion.
- You utilize the Services provided by Mbata Store for the purposes of carrying on business activity and not for any personal, household or family purpose.
- You acknowledge that Mbata Store will use the email address and phone number you provide upon registration or as updated by you from time to time as the primary method for communication with you.
- You are responsible for keeping your password for our supplier portal secure. Mbata Store cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- Your Account does not grant any agency, partnership, joint venture, employment, or franchisee relationship between you and Mbata Store
- You will not supply Mbata Store with any unlawful or illegal products.
Account Activation
3.1 Supplier
The person(s) signing up for the Service by opening a Mbata Store Supplier Portal Account will be the contracting party (“Supplier”) for the purposes of our Terms and will be the person who is authorized to use any corresponding account we may provide to the Supplier in connection with the Service.
A Supplier may have multiple Mbata Storefronts. “Store” means the sub-domain used to market your products and goods and for Mbata Store to capture our customer orders.
3.2 Supplier balance
The balance shown on your supplier portal provides a pending balance summarizing all the Purchase Orders that Mbata Store has placed to you that are scheduled to be paid, according to our credit terms. Mbata Store will pay the Supplier based on a defined payment schedule indicated on our issued Purchase Order. Mbata Store will issue payment against due Purchase orders via mobile-money, cheque or electronic bank transfer.
3.3 Domain Names
You authorize Mbata Store to use your trademark(s) to set up a sub-domain within our customer sales channels in order to assist in marketing goods or services which we have procured from you.
Delivery
Mbata Store will be responsible for managing pick-up of all orders placed from your distribution warehouse to our dispatch center or customers which we have pre-sold goods to. You are responsible for providing Mbata Store with the adequate quality of product, and product as per description on order. Mbata Store will not pay for any damaged or sub-quality goods.
Dispute mechanism
If our customer raises a dispute with us for the goods you sold to Mbata Store, we reserve the right to request an exchange or refund from you.
Pricing
Mbata Store will enter into an agreement with the supplier to buy goods at a discounted rate mutually agreed. This discounted rate is to be considered as wholesale pricing and commission for us investing in marketing and generating demand for your products. All invoices must be in Tanzanian Shillings, and all payments shall be in Tanzanian Shillings.
Mbata Store will at its sole discretion adjust pricing to our customers which will be displayed on any of our associated sub-domains.
Mbata Store Rights
We reserve the right to modify or terminate this agreement for any reason, without notice at any time.
We reserve the right to refuse service for any reason at any time.
We may, but have no obligation to remove Materials and suspend or terminate our sales channels.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Mbata Store customer, Mbata Store employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our services to any interested party and make no promise of exclusivity in any particular market segment.
In the event of a dispute regarding Supplier Portal Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include but is not limited to, a scanned copy of your business license, government-issued photo ID, your status as an employee of an entity, etc.
Mbata Store retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Supplier. If we are unable to reasonably determine the rightful Supplier, without prejudice to our other rights and remedies, Mbata Store reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
Confidentiality
“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans, and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Mbata Store’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices, future product upgrades or business model knowledge.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service.
Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.
Limitation of Liability
You expressly understand and agree that, to the extent permitted by applicable laws, Mbata Store shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business interruption, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
You hereby release us and hold us and each of our parent, subsidiaries, affiliates, Mbata Store partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents it incorporates by reference or your violation of any law or the rights of a third party.
In the event of any problem with the Mbata Store Platform, the Services or our intellectual property, you agree that your sole and exclusive remedy is to cease using the Services.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Mbata Store does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Mbata Store does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Mbata Store does not warrant that the quality of any products, services, information, or other materials obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of these Terms or your use of the Mbata Store Platform or the Services.
Waiver and Complete Agreement
The failure of Mbata Store to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms, including the documents it incorporates by reference, constitute the entire agreement between you and Mbata Store and govern your use of the Supplier Account, superseding any prior agreements between you and Mbata Store (including, but not limited to, any prior versions of the Terms).
Intellectual Property
We do not claim any intellectual property rights over the Materials you provide to the Mbata Store Service. All Materials you upload remain yours.
By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Mbata Store to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Mbata Store can, at any time, review and delete all the Materials submitted to its Service, although Mbata Store is not obligated to do so.
When providing Content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sub-licensable right to exercise any and all copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "IP Rights") you have in that Content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future.
You are responsible for compliance of the Materials with any applicable laws or regulations. You represent and warrant that you own or otherwise control all necessary rights in the Content you provide to meet your obligations under these Terms and that you’re not infringing or violating any third party’s rights by posting it. You represent and warrant that such Content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any IP Rights of any third party. Mbata Store takes no responsibility and assumes no liability for any Content provided by you or any third party.
You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
As between the parties, the Mbata Store Platform, and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of these materials (collectively, "Mbata Store IP") are owned by Mbata Store and/or its third-party sponsors, partners, and suppliers. You have no right or license in or to the Mbata Store IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Mbata Store.
You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Mbata Store or Mbata Store trademarks and/or variations and misspellings thereof without prior consent.
The name "Mbata Store" and the other Mbata Store marks, phrases, logos, and designs that we use in connection with our Services, are trademarks of AIM Group in Tanzania.
Cancellation and Termination
You may cancel your Supplier Account and terminate the Terms at any time by contacting Mbata Store Support and then following the specific instructions indicated to you in Mbata Store’s response.
Upon termination by either party for any reason: Mbata Store will cease providing you with the Marketing and Demand Generatio Services and you will no longer be able to access your Account; our sub-domain will be taken; You will be liable for any outstanding orders made by Mbata Store;
We reserve the right to modify or terminate the Terms and/or your Supplier Account for any reason, without notice at any time. Termination of the Terms shall be without prejudice to any rights or obligations which arose prior to the date of termination.
Without limiting any other remedies, Mbata Store may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
Third-Party Services
Mbata Store may from time to time recommend, provide you with access to, or enable third-party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third-Party Services are made available only as a convenience, and your purchase, access, or use of any such Third Party Services is solely between you and the applicable third-party services provider (“Third Party Provider”). In addition to these Terms, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-Party Providers.
Any use by you of Third Party Services offered through Mbata Store is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Mbata Store may receive a revenue share from Third Party Providers that Mbata Store recommends to you.
We do not provide any warranties or make representations to you with respect to Third-Party Services. You acknowledge that Mbata Store has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Mbata Store’s website, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Mbata Store. Mbata Store does not guarantee the availability of Third Party Services and you acknowledge that Mbata Store may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Mbata Store is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Mbata Store strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Mbata Store is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Mbata Store is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances shall Mbata Store be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Mbata Store has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
Feedback and Reviews
Your feedback can help us improve your experience with us. Any solicited and unsolicited ideas or other materials you submit to Mbata Store (not including Your Content or items you sell through our Services) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
Protection of intellectual property
Mbata Store supports the protection of intellectual property and asks Mbata Store suppliers to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our suppliers is infringing their intellectual property rights we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the supplier can reply with a counter-notification if they object to the complaint. The original complainant has 14 business days after we receive a counter-notification to seek a court order restraining the supplier from engaging in the infringing activity, otherwise, we restore the material.
Rights of Third Parties
Only Mbata Store, Mbata Store Users, our suppliers, and persons accessing Mbata Store Services have any rights under these Terms; no person or entity who is not a party to these Terms shall have any right to enforce any term of these Terms.
Privacy & Data Protection
We know your personal information is important to you, so it’s important to us. Our Privacy Policy details how your information is used when you use our Services. By using our Services, you're also agreeing that we can process your information in the ways set out in the Privacy Policy, so please read it here.
Both Mbata Store and suppliers may process personal information (for example, customer names, email addresses, and shipping addresses) and are therefore considered separate and independent data controllers of personal information. That means that each party is responsible for the personal information it possesses.
Mbata Store is firmly committed to protecting the privacy of your personal information and the personal information of our customers. By accepting these terms, you acknowledge and agree that Mbata Store’s collection, usage, and disclosure of this personal information is governed by our Privacy Policy.
By using the Services through the Mbata Store Platform, you consent to us collecting and using technical information about your Device and related software, hardware, and peripherals for Services that are internet-based or wireless to improve our products and to provide any Service to you.
By using any of the Services on the Mbata Store Platform, you consent to Mbata Store and its affiliates and licensees transmission, collection, retention, maintenance, processing, and use of your data to improve our Services and/or your experience while using the Mbata Store Platform.
