Terms of Use

Services

The Website is an electronic warehouse in the form of an online store and an electronic marketplace that (a) provides sale of products from the Abanista warehouse, (b provides a platform for Users (who are sellers) to advertise, exhibit, make available and offer to sell various Products to other Users (who are buyers / customers), and (c) a platform for such other Users to accept the offer to sell of the Products made by the sellers on the Website and to make payments to the sellers for purchase of the Products, and (d) services to facilitate the engagement of buyers and sellers to under commerce on the Website, and (e) such other services as are incidental and ancillary thereto. The Services are offered to the Users through various modes which may include issue of coupons and vouchers that can be redeemed for various Products.

Eligibility to Use

The Services are not available to minors under the age of eighteen (18) or to any Users suspended or removed from the Abanista system by Abanista for any reason whatsoever. If You are disqualified as per the preceding sentence, You shall not be permitted to avail of the Services or use the Website. You represent that You are of legal age to form a binding contract and are not a person barred from receiving the Services under the laws as applicable in Uganda. Notwithstanding the foregoing, if You are below the age of eighteen (18) years, please read through these Terms of Use with your parent or legal guardian, and in such a case these Terms of Use shall be deemed to be a contract between Abanista and Your legal guardian or parent and to the extent permissible under applicable laws, enforceable against You.

Abanista reserves the right to refuse access to use the Services offered at the Website to new Users or to terminate access granted to existing Users at any time without according any reasons for doing so.

User Submissions, Account, Password, and Security

You may access and use the Website and the Services either as a registered user or as a guest user. However, not all sections of the Website and Services will be accessible to guest users.

In the event You register as a User by creating an Account in order to avail of the Services provided by the Website and other services, You will be responsible for maintaining the confidentiality and security of the Account Information, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify Abanista of any unauthorized use of Your Account Information or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. Abanista cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. Abanista will not be held liable of any loss due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account Information secure and confidential.

You shall ensure that the Account Information provided by You in the Website’s registration form is complete, accurate and up-to-date. Use of another user’s Account Information for availing the Services is expressly prohibited. If You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Abanista has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Abanista has the right to suspend or terminate Your Account and refuse any and all current or future use of the Website / Services (or any portion thereof)

Depending upon whether You are a seller or a buyer or another user who otherwise wish to use the Website, and the nature of Services You wish to avail from the Website, You may be required to provide certain personal information and Abanista may collect certain personal information. Your provision of, and Abanista’s collection, storage, use, disclosure and otherwise dealing of such personal information shall be governed by Abanista’s privacy policy

Payments related Information

You agree to provide correct and accurate financial information, such as credit/debit card details to the approved payment gateway or pre-paid payment instrument account details for availing Services on the Website. You shall not use the credit/debit card or pre-paid payment instrument which is not lawfully owned by You, i.e. in any transaction, You must use Your own credit/debit card or pre-paid instrument account. The information provided by You will not be utilized or shared with any third party unless required in relation to fraud verifications or by law, regulation or court order or in accordance with the terms of the Privacy Policy. You will be solely responsible for the security and confidentiality of Your credit/debit card details or pre-paid instrument account. Abanista expressly disclaims all liabilities that may arise as a consequence of any unauthorized use of Your credit/ debit card or pre-paid instrument account.

Abanista may have existing arrangements with its banks, regarding limits on the amounts You can pay (if You are a buyer) or receive (if You are a seller) in the course of a single transaction. Abanista will work towards ensuring that You are made aware of such limits if they may be applicable to You. However, Abanista shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any transaction, on account of You/cardholder having exceeded the preset limit mutually agreed by Abanista with its bank from time to time

For Your making payments for buying the Products on the Website, in addition to the Agreement(s), the terms and conditions of Your bank, applicable financial institution and/or card issuing association may also be applicable to You. Your bank, financial institution or card issuing association may decline or prevent You from making electronic payments for buying the Products on Website and Abanista does not control the same and shall be liable for the same

Payment Facility for Your orders

Abanista may from time to time contract with third party payment service providers including banks to open special purpose accounts under applicable Ugandan laws, to facilitate the payment between Users i.e. buyers and sellers and for collection of fees and other charges. These third-party payment service providers may include third party banking or credit card payment gateways, payment aggregators, pre-paid instruments, cash on delivery or demand draft / pay order on delivery service providers, mobile payment service providers or through any facility as may be authorized by the Bank of Uganda for collection, refund and remittance, as the case may be of payment or supporting the same in any manner. Abanista shall initiate the remittance of the payments made for purchase orders on the Website after the Products are delivered and the date of completion of transaction shall be after the Products are delivered and such other additional time as may be agreed between Abanista and sellers

User Obligations and Role of Abanista

Subject to compliance with the Agreement(s), Abanista grants You a non-exclusive, non-sub-licensable, non-transferable, revocable, and limited right to access and use this Website and the Services provided therein.

You agree to use the Services, Website and the Content (as defined herein) provided therein only for purposes that are permitted by: (a) the Agreement(s) (including these Terms of Use); and (b) any applicable law.

You agree to adhere to all limitations on dissemination, use and reproduction of any materials (such as the Product catalogues) that You access on the Website.

You agree not to access (or attempt to access) the Website or Services by any means other than through the interfaces that are provided by Abanista. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or Content (as defined below), or in any way reproduce or circumvent the navigational structure or presentation of the Website, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website

The Website may allow users to post certain content, data or information of Your own such as allowing You to rate Products, seller, post your comments, and reviews in relation to Products on specific pages of the Website, as well as submit any suggestions, comments, questions or other information to Abanista using the Website / Services (collectively referred to “User Content”). Product expressions on the Site are those of the vendor and not made by us, Submissions or Opinions expressed on the site are those of the individual posting such content and may not reflect our opinions.

You hereby grant Abanista a perpetual, non-revocable, worldwide, royalty-free and sub-licensable right and license to use, copy, distribute, display, publish, transmit, make available, reproduce, modify, adapt the User Content and create derivate works of the User Content. You represent and warrant that You own or otherwise control all of the rights to the User Content that You post or that You otherwise provide on or through the Website; and that, as at the date that the User Content is posted or submitted on the Website: (i) the User Content is accurate; (ii) use of the User Content You supply does not breach these Terms of Use; and (iii) that such User Content is lawful.

When you use the Website and/or the Services You specifically undertake not to host, display, upload, modify, publish, transmit, update or share any information or Content that:

• belongs to another person and to which the User does not have any right to;

• is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, libelous, invasive of another’s privacy, hateful, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;

• harms minors in any way;

• impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

• threatens the unity, integrity, defense, security or sovereignty of Uganda, friendly relations with foreign states or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting of any other nation;

• infringes any patent, trademark, copyright or other proprietary rights;

• contain software viruses or any other computer code, files or programs designed to interrupt destroy or limit the functionality of any computer resource;

• deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

• engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the Website);

• attempt to gain unauthorized access to any portion or feature of the Website, any other systems or networks connected to the Website, to any Abanista server, or to any of the Services offered on or through the Website, by hacking, password mining or any other illegitimate means;

• probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Website, or any other customer of Abanista, including any Abanista Account not owned by You, to its source, or exploit the Website or Service or information made available or offered by or through the Website, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Website;

• disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, accounts, passwords, servers or networks connected to or accessible through the Websites or any affiliated or linked sites;

• use the Website or Content for any purpose that is unlawful or prohibited by the Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Abanista or other third parties;

• falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

• violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

• violate any applicable laws or regulations for the time being in force within or outside Uganda;

• violate the terms of the Agreement.

Abanista at its discretion and/or in accordance with applicable law may monitor any User Content and may remove any User Content from the Website if Abanista determines in its sole discretion that such User Content is in violation of these Terms of Use or any applicable law. Where Abanista removes any User Content from the Website, Abanista will make reasonable efforts to inform the user who had posted such User Content. Such actions do not in manner negate or dilute Abanista’s position or impose any liability on Abanista with respect to User Content.
You shall use this Website, and any voucher/coupons purchased through it, for personal, non-commercial use only and shall not re-sell the same to any other person.

There may be certain orders that Abanista is unable to process or pass on buyer’s order to the seller and must cancel. Some situations that may result in Abanista’s inability to process or pass on buyer’s order to the seller include, without limitation, non- availability of the Website service, force majeure, credit limitations or suspected fraud. In case buyer purchases multiple Products in one transaction, Abanista may deliver all such Products together. However, this may not always be possible. If buyer purchases multiple Products in a single transaction, then all the Products would be dispatched to a single delivery address provided by buyer at the time of purchase. If buyer wishes to get delivery of the Products to different addresses, then buyer should purchase the Products under separate transactions and provide separate delivery addresses for each transaction, as may be required.

In certain cases, where buyer requires certain services in relation to a Product, such as warranty, after-sales or installation services, such support may be provided by the seller (if product did not originate from Abanista warehouse) or the manufacturer. However, in the event, buyer contacts Abanista for this support, Abanista may inform the seller to provide or facilitate the provision of such services to the buyer. Abanista is not and shall not be obliged to provide any such additional services. Abanista’s role in relation to facilitating such services shall be limited to facilitating communication between buyer and the seller for the purpose of provision of such additional services.

Use of Content

Except as expressly indicated to the contrary in any applicable Additional Service Terms, Abanista hereby grants You a non-exclusive, revocable and non-transferable right to view, download and print product catalogues available on the Website, subject to the following conditions: (a) You may access and use the product catalogues solely for personal, informational, and internal purposes, in accordance with these Terms of Use; (b) You may not modify or alter product catalogues available on the Website; (c) You may not distribute or sell, rent, lease, license or otherwise make the product catalogues available on the Website available to others; and (d) You may not remove any text, copyright or other proprietary notices contained in the product catalogues available on the Website.

The rights granted to You in the product catalogues or any other materials as specified above are not applicable to the design, layout or look and feel of the Website. Such elements of the Website are protected by intellectual property rights and may not be copied or imitated in whole or in part.

Any software that is available on the Website is the property of Abanista or its vendors. You may not use, download or install any software available at the Website, unless otherwise expressly permitted by the Agreement or by the express written permission of Abanista.

Intellectual Property Rights

The Website and the processes, and their selection and arrangement, including but not limited to all text, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code (collectively, the “Content”) on the Website is owned and controlled by Abanista or its licensors and the design, structure, selection, coordination, expression, look and feel and arrangement of such Content is protected by copyright, patent and trademark laws, and various other intellectual property rights. Through Your use of the Website, by no means are any rights impliedly or expressly granted to You in respect of such Content. Abanista reserves the right to change or modify the Content from time to time at its sole discretion.

The trademarks, logos and service marks displayed on the Website (“Marks”) are the property of their registered owners. You are not permitted to use the Marks without the prior consent of the owner. Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third party and so expressly mentioned, Abanista owns all intellectual property rights to and into the trademark “Abanista”, and the Website, including, without limitation, any and all rights, title and interest in and to copyright, related rights, patents, utility models, designs, know-how, trade secrets and inventions (patent pending), goodwill, source code, meta tags, databases, text, content, graphics, icons, and hyperlinks.

Except as expressly provided herein, You acknowledge and agree that You shall not copy, republish, post, display, translate, transmit, reproduce or distribute any Content through any medium without obtaining the necessary authorization from Abanista or thirty party owner of such Content.

Third Party Content

General third-party information such as, product catalogues, product description and specifications, lists of dealers, reports on news, entertainment, technology and features, advertisements including videos, images and photographs of the products, links to third party websites and other data from external sources is made available on the Website (“Third Party Content”). The provision of Third Party Content is for general informational purposes only. You acknowledge that the Third-Party Content provided to You is obtained from sources believed to be reliable or provided by the sellers in the process of advertising, exhibiting and offering to sell the Products on the Website. All Third-Party Content is provided on an ‘As Is’ basis. Abanista may not own / have the rights and title to any such Third-Party Content, or provide any guarantee with respect to the accuracy, title, merchantability, non-infringement or fitness for a particular purpose of any Third-Party Content. Abanista shall not be held liable for any loss suffered by You based on Your reliance on or use of such Third-Party Content.

In the event any Third-Party Content contains links to third party websites, and You visit any such external link, You agree to do so at your own risk, responsibility and liability. Abanista makes no warranty or representation regarding, and does not endorse, any website linked to the Website / Services or the information appearing thereon or any of the products or services described thereon.

Disclaimer of Warranties & Liability

The website, services, content, user content and any third-party content are provided by Abanista on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, abanista makes no warranty that (i) the website or the services will meet your requirements or your use of the website or the services will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the website or services will be effective, accurate or reliable; (iii) the quality of the website or services will meet your expectations. No advice or information, whether oral or written, obtained by you from abanista or through the website / content or from use of the services shall create any warranty not expressly stated in these terms of use.

You expressly understand and agree that, to the maximum extent permitted by applicable law abanista will not be liable for any loss that you may incur as a consequence of unauthorized use of your account or account information in connection with the website or any services, either with or without your knowledge. Abanista has endeavored to ensure that all the information on the website is correct, but abanista neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. Further, abanista shall not be held responsible for non-availability of the website during periodic maintenance operations or any unplanned suspension of access to the website that may occur due to technical reasons or for any reason beyond abanista ‘s control. Abanista is not responsible for any typographical error leading to an invalid coupon. Abanista accepts no liability for any errors or omissions, with respect to any information provided to you whether on behalf of itself or third parties.

Indemnification and Limitation of Liability

You agree to indemnify, defend and hold harmless Abanista, its subsidiaries, affiliates, vendors, agents and their respective directors, officers, employees, contractors and agents (herein after individually and collectively referred to as “indemnified parties”) from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified parties that arise out of, result from, or in connection with (i) Your breach of the Agreement(s); or (ii) any claims made by any third party due to, or arising out of, or in connection with, Your use of the Website; or (iii) any claim that any Third Party Content / content, information or materials provided by You caused damage to a third party; or (iv) Your violation of any rights of another, including any intellectual property rights.

Notwithstanding anything to contrary in the Agreement(s), in no event shall Abanista, its subsidiaries or affiliates and their respective officers, directors, employees, partners or suppliers be liable to You for any special, incidental, indirect, consequential, exemplary or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not Abanista has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of or access to the Website, Services or Content.

Terms of the Agreement

The Agreement will continue to apply until terminated by either You or Abanista as set forth below. If You want to terminate Your agreement with Abanista, You may do so by (i) not accessing the Website; or (ii) closing Your Account for all of the Services that You use, where Abanista has made this option available to You.

You agree that Abanista may, in its sole discretion and without prior notice, terminate Your access to the Website and block Your future access to the Website if Abanista determines that You have violated the terms of these Terms of Use or any other Agreement(s). You also agree that any violation by You of the Agreement(s) will cause irreparable harm to Abanista, for which monetary damages may be inadequate, and You consent to Abanista obtaining any injunctive or equitable relief that Abanista deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Abanista may have at law or in equity.

In addition, Abanista may, at any time, with or without notice, terminate these Terms of Use (or portion thereof, such as any individual Additional Terms) with You if (a) Abanista is required to do so by law (for example, where the provision of the Services to You is, or becomes, unlawful), or upon request by any law enforcement or other government agencies (b) The provision of the Services to You by Abanista is, in Abanista’s opinion, no longer commercially viable (c) Abanista has elected to discontinue, with or without reason, access to the Website, the Services (or any part thereof) or (d) In the event Abanista faces any unexpected technical issues or problems that prevent the Website and/or Services from working.

Governing Law and Jurisdiction

These Terms of Use and all transactions entered into on or through the Website and the relationship between You and Abanista shall be governed in accordance with the laws of Uganda without reference to conflict of laws principles.

Communications

When You use the Website or send emails or other data, information or communication to Abanista, You agree and understand that You are communicating with Abanista through electronic records and You consent to receive communications via electronic records from Abanista periodically and as and when required. Abanista will communicate with You by email or by notices on Website or electronic records on the Website or on Your mobile number which will be deemed adequate service of notice / electronic record to the maximum extent permitted under any applicable law

Miscellaneous Provisions

Assignment: You cannot assign or otherwise transfer the Agreements, or any rights granted hereunder or any obligations, to any third party and any such assignment or transfer or purported assignment or transfer shall be void. Abanista’s rights and/or obligations under the Agreement are freely assignable or otherwise transferable by Abanista to any third parties without the requirement of seeking Your prior consent. Abanista may inform You of such assignment or transfer in accordance with the notice requirements under the Agreement. Abanista shall have right to transfer Your Account and Account Information to a third party who purchases Abanista’s business as conducted under the Website.

Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Agreement shall continue in full force and effect. Abanista may amend in a reasonable manner such provision to make it enforceable and such amendment will be given effect in accordance with the amendment terms of these Terms and Conditions.

Waiver: Any failure or delay by a party to enforce or exercise any provision of the Agreement, or any related right, shall not constitute a waiver by such party of that provision or right. The exercise of one or more of a party’s rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to such party under these Terms of Use or in law or at equity. Any waiver by a party shall only be made in writing and executed by a duly authorized officer of such party.

Principal to Principal Relationship: You and Abanista are independent contractors, and nothing in these Terms of Use will be construed to create a partnership, joint venture, association of persons, agency (disclosed or undisclosed), franchise, sales representative, or employment relationship between You and Abanista. As an abundant caution, it is clarified that Abanista shall not have any right to conclude any contract for sale or purchase of Products for and / or on Your behalf and both You and Abanista have entered this agreement on principal to principal basis.

Force Majeure: If performance of any service or obligation under these Terms of Use or other Agreement by Abanista is, or other third parties in fulfillment of any purchase or sale transaction (for eg: logistics service provider, fulfillment center, payment gateways etc.) are, prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Abanista or its third parties performing such services as sub-contractor to Abanista and
could not have been prevented by reasonable precautions (each, a “Force Majeure Event”), then Abanista shall be excused from such performance to the extent of and during the period of such Force Majeure Event. Abanista shall exercise all reasonable commercial efforts to continue to perform its obligations hereunder.

Feedback and Information

Any feedback You provide to this Website shall be deemed to be non-confidential. Abanista shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, You represent and warrant that (i) Your feedback does not contain confidential or proprietary information of You or of third parties; (ii) Abanista is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) Abanista may have something similar to the feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from Abanista for the feedback under any circumstances.

To clarify, Abanista may at its discretion, make any modifications or changes to the Website, Content and / or Services on the basis of such feedback, however Abanista shall not be obliged to do so. Further, in the event that Abanista makes any changes or modifications to the Website, Content and / or Services on the basis of any such feedback, You shall not have any rights or title (including any intellectual property rights) in such changes or modifications to the Website, Content and / or Services. You expressly waive any and all rights in such changes or modifications to the Website, Content and / or Services, and assign to Abanista, all worldwide rights and title (including any intellectual property rights) to such changes or modifications to the Website, Content and / or Services, in perpetuity.

Changes to Terms & Conditions

We reserve the right to change these Terms & Conditions from time to time. If this happens, we will notify you by posting the new Terms & Conditions on the website. If you do not wish to be governed by the revised Terms & Conditions for buying products online, you must not place any further orders.

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Contact Us

If you have any questions about our terms of service and privacy, this Website, and your personal jurisdiction, you may send an email to:

[email protected]

or write to: c/o

Abanista Group Limited
RM C7, Juki House
Namugongo Kyaliwajjala
P.O Box 34493,
Kampala – Uganda
Attention: Legal Department

About Abanista

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