PAPSHOPS TERMS AND CONDITIONS

Introduction

Papshops Limited owns an e-commerce website engaged in hosting various commodity stores and real estate spaces, marketing and acting as an intermediary in the trade of different goods, services and/or short term Leasing of real estate spaces through a custom designed website on the internet (online market place)and particularly through Papshops.com; and

“You” the vendor and/or the Purchaser desire to use the Company as an intermediary to  either market, promote and facilitate in selling/buying products and/or selling short  lease space via our custom designed website through which persons with access to the website will be able to complete the transactions.

By using our services, the parties agree to be legally bound by the follo
wing Terms and Conditions:

GENERAL TERMS

  1. Parties
    1. The “Vendor” shall mean all the businesses that have leased an online store or listed a space for lease hosted by us through our website;
    2. The “purchaser” shall mean the buyers of any goods, services or spaces listed on any of our hosted stores/spaces.
    3. The “User” shall refer collectively to either the Vendor and/or the Purchaser
    4. The terms herein are what you (referred hereafter as you, the Vendor, the Purchaser, the user), will be bound to with us.
    5. Papshops.com is a website owned and operated by Papshops Limited, a limited liability Company incorporated under the laws of the republic of Kenya(“referred to as we, us, the Company”)
  2. Using our website
    1. These terms and conditions are binding upon anyone who continues to use the site or any of our offered services. Please note that continued use of our site and service constitutes agreement on all points. If you do not agree to any of the Terms, you are advised to immediately cease use.
  1. Signing up for Services
    1. By subscribing to use our website, you warrant that you are at least 18 years of age and are of sane mind. You must sign up to our site using a valid business email address, your business legal name, current address, name, address and contact details of a director who is authorised to enter upon binding agreement with the business and any other information required when indicated or where an individual, by your legal name, address and valid contact details. We will use the email address you provide for primary communication and can refuse any account application at our discretion.
    2. You certify that all details you enter are true and correct. Where passwords are required to use our services, you are advised to keep your passwords secure. We reserve the right to restrict your access or indefinitely block your account if: you are in breach of any of the Terms herein; we are unable to verify any information you provide; or we believe that your actions may cause any loss or liability to us or our users.
  2. Relationship of the Parties
    1. Both the Vendor and the Purchaser agree that we are providing an intermediary service that connects the purchasers to the Vendors. We are neither purchasers nor vendors and therefore we are not liable for any of the disputes arising between the parties other than those properly in our control which we have specifically accepted liability for under these Terms.
  3. Screening of Users
    1. We do our level best to screen all our website users through collecting certain personal information but we do not guarantee the behaviour and conduct of our users. It is upon the Parties to review each other’s profile and feedback ratings before making and independent decision to transact.
  4. Listings
    1. We require the Vendors leasing each of the stores or taking up property advertisement space to display accurate pictorial images of their products and spaces and not to have in display any of the products that are not in stock or unavailable spaces. We do not bear any responsibility for inaccurate/deceptive listings.
  5. Price
    1. The price displayed for the goods and/or spaces shall be final. The Company will apply in addition to the price the determined shipping charges in the case of goods towards the final invoice.
  6. No Warranties
    1. Our services are provided on an ‘as is’ and ‘as available’ basis and Company makes no representations or warranties of any kind, whether express or implied, with respect to the Service, including but not limited to warranties of merchantability, non-infringement, title or fitness for a particular purpose.
    2. Further, Company makes no representations or warranties that the Service will be available at any given time, or will be free from errors, defects, omissions, inaccuracies, or failures or delays in delivery of data. To the maximum extent permitted by applicable law, in no event shall the Company or any of its licensors, be liable for any indirect, Simple, punitive, exemplary, or consequential damages, arising out of the access to or use of or inability to access or use the Service, or that result from mistakes, omissions, interruptions, deletions of files, errors, defects, delays in transmission or operation or any failure of performance, even if advised of the possibility of such damages.
  7. Dispute Resolution

9.1  the Company will act as the first point of arbitration in all disputes concerning the Parties and the Parties hereby agree that the Company will have unfettered discretion in determining such claims and /or disputes related to returns and refunds.

  1. Third Party Links and Services
    1. We may provide third party links to improve user experience. Commentary and material placed on our website are not intended to amount to advice on which reliance should be placed. We also do not guarantee the accuracy of third party services and representations. It is up to you to review the individual terms and conditions of any of third party services provided through this website, and we will not be responsible for the option you choose, if it transpires in the future that you don’t like that service or could have better availed of a different option.
  2. Protection of Personal Data
    1. Personal data provided by you to our website will at all times be kept in the strictest confidence and with the highest level of safety as outlined in our privacy policy and in compliance with all data protection laws.
  3. Term
    1. The Term of this Agreement begins on the Effective Date and shall renew automatically every year until either:
      1. The Company terminates this Agreement upon giving thirty (30) days written notice to the User; or
      2. The Company terminates this agreement summarily owing to the breach by the User of the terms of this agreement; or
      3. The Vendor ceases selling products through the Agent’s E-Commerce website, in which event a two months’ notice will be required; or
    2. If terminated by either Party, the Agreement will continue to govern any transaction effected through the intermediary prior to termination until such products are sold, returned, or removed from inventory so that no inventory of such products remains.
  4. Choice of Law.
    1. The laws of the Republic of Kenya shall govern this Agreement and any disputes arising hereunder. The Kenyan Courts shall have exclusive jurisdiction over all matters arising out of this agreement.
    2. Except injunctive or other equitable relief, the parties agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to Papshops support (https://papshops.com/contact-us-2/) for determination, failure to which resolution within 14 days of being referred, then arbitration before a professional arbitrator referred to by agreement of the Parties.
  5. Assignment
    1. The Company may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of the Party’s business.  The user may not assign these Terms and Conditions.
  6. Entire Agreement
    1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whether written, oral or otherwise.
    2. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement.
  7. Amendments
    1. These terms may be amended unilaterally by us at any time without consultations. If there are any changes made to these terms we will notify the same at the top of this page for a period of 7 days and it is up to you, the user, to stay abreast of any revisions by checking these terms from time to time. By your continued use of our website, you will be considered as having accepted any such changes without reservations.
  8. Liability
    1. Neither party will be liable to the other in connection or under these terms, for any consequential or indirect loss, loss of business, loss of profits, loss of revenue, reputation or regulatory fines. Nothing in the terms limits warranty, exclusion or liability limitation not allowed by statue.

ANNEX 1.TERMS APPLICABLE TO VENDORS

  1. Purpose
    1. The purpose of this Agreement is to provide qualifying vendors with the opportunity to lease an online store and sell goods or list real estate spaces (“The Products”) through the Company’s E-Commerce website with the Company acting as an intermediary for the transaction.
    2. The Company will allow the Vendor access to the store back-ends for purposes of listing, managing and/or selling the Vendors’ products and all other legitimate affiliated purposes.
    3. A qualifying vendor shall be a vendor defined as such by the Company and whose products strictly conform to the brand guidelines and manner of online posting as shall be required by the Company from time to time.
  2. Vendor Posting Guidelines

2.1 Any Vendor posting their goods or spaces with the Company shall ensure that the pictorial representations are as close as possible to the Products so described. prototype images are strictly forbidden and may lead to Vendor disqualification.

2.2 The Company retains the right to require  the Vendor to pull down any posting and replace it with a more quality and/or clearer image.

2.3 Where a dispute arises based on variations between Vendor posted Content(either products or spaces) and the actual product, in deciding the dispute, the Company shall compare the  two and if any misrepresentation is found, a ruling will be made in favour of the Purchaser.

  1. Representations and Warranties
    1. Vendor represents and warrants that:
      1. It has the power to authorize the sale and/or display of its products on-line and as part of Company’s E-Commerce business;
      2. All product information, data, images, and/or intellectual property provided by Vendor through the intermediary for its E-Commerce business: Complies with all applicable laws;  is accurate and that all claims contained therein have been substantiated; and Have been cleared for the uses contemplated hereunder; and
      3. The Vendor has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Vendor product information, data, images, and/or intellectual property provided through the intermediary as part of its E-Commerce business.
  2. Authorizations
    1. The Vendor grants to the Company the non-exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information, data, images, and/or intellectual property.
  3. Vendor Content
    1. The Company may use Vendor Content for any purpose related to its E-Commerce business or in furtherance of promoting Vendor’s products, including use in Company’s websites, emails, and marketing or advertising campaigns.
    2. The Vendor acknowledges that the Company is relying upon the Vendor to ensure that all the Vendor Content is accurate and complete, and the Vendor agrees to notify the Company and revise and resubmit the Vendor Content promptly upon discovery that it is inaccurate or incomplete.
    3. The Company agrees that it will not make modifications or alterations to the Vendor Content without the Vendor’s prior written approval.
    4. Except for the limited license granted to the Company herein, the Vendor retains all right, title, and interest to Vendor Content.
  4. Drop Shipping Program
    1. In addition to these Terms and Conditions, any Vendor listing goods will be required to adhere to the attached drop shipping Terms and Conditions (attach hyperlink)
  5. Payments and Commissions
    1. Payments by the Vendor to the Company:
      1. Where the Vendor is keeping stock with the Company, the Vendor shall pay to the Company a rent fee per kg of stock held or per cubic meter of storage (whichever is higher), which payment will include a proportion necessary for insuring the stock.
    2. The Vendor listing either goods or space shall, in addition to any other payable amount pay a commission on all the sales made through the Company’s platform for which the Company shall deduct from the payments collected. This commission payable may be revised from time to time and notified to the Vendor.
  6. Payments by the Company to the Vendor
    1. Proceeds from the sales made by the Vendor shall be collected on behalf of the Vendor in the merchant account which is run by the Company.  The Vendors agree that the payment arrangement shall be in such a way as to cater for complaints window period. All amounts collected in a particular month will be released to the Vendor by the 5th  day of the following month in the case of goods. In the case of Space, 30% of the amount will be payable prior to the use of space while 70% will be paid 3 days after use of space.
    2. Subject to Clause 7.1 above, it is hereby agreed that funds from the sales will only be released to the Vendor upon the expiry of the return policy in the case of goods (i.e 14 days) and complaints window days in the case of space (i.e 7 days), provided and in any case, after the Company has deducted their commission and any pending fees.
    3. Payments will be made to your chosen payment method and you must keep us updated should your payment details change.
    4. In the event of any claims  based on the Products being brought against the Vendor either for defective goods or related to the Use of Space, the Company retains the right to withhold any such pending payments until a date when the disputes are so resolved and recover from the amount so held, should any claims brought by the Purchasers be certified valid.
  7. Merchant/Gateway processing Fees
    1. In addition to the commissions paid, the Vendors shall, where applicable, be liable for  merchant gateway processing fee to their stores. Such fees shall be invoiced to the Vendors and (a) either be deducted from any payments held by the Intermediary on behalf of the Vendor or(b) where no such funds are held, recovered directly from the Vendor.
  8. Intellectual Property of the Agent
    1. The Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by the intermediary shall be and remain the sole property of the company.
  9. Indemnification.
    1. The Vendor shall indemnify, defend, and hold harmless the Company, its parents, affiliates, subsidiaries, officers, managers, partners, employees, and agents from and against any and all claims, lawsuits, judgments, losses, civil penalties, liabilities, damages, costs, and expenses, including reasonable attorney’s fees and court costs, arising out of or related to any;
      1. Alleged defect in or injury from vendor’s products;
      2. Alleged failure of the vendor or the vendor’s products to comply with this agreement or any laws, regulations, warranties, guarantees, or representations of the Vendor;
      3. Allegations concerning the Vendor content;
      4. Negligent or grossly negligent action, inaction, omission or intentional misconduct of the Vendor; and/or
      5. Use of or infringement upon any intellectual property right of the Vendor.

ANNEX 2.TERMS APPLICABLE TO THE PURCHASER

  1. Personal details
    1. Accuracy of our services to you will be dependent on the accuracy of the personal details you provide to us including the billing channel, nature of goods for sale in case of purchasing space and the shipping details in the case of purchasing goods.
    2. You will bear liability and hold us harmless for any delays or losses occasioned by providing inaccurate information to us.
  2. Quotations, Billing and Other Costs
  1. Quotations provided through this website are offers made to you in reliance on the information available about your chosen goods or space and shipping details. Once you accept the quote and make payment, a binding contract is created. We however reserve the right to change the quotation should any of the information supplied become inaccurate.
  1. Direct Debit: If you opt to make payments using a credit or debit card, you must sign a direct debit form and keep the mandate updated for the Term of the contract. Should you choose to make payment through Mpesa, you agree to either integrate to our automated Mpesa system or make payments through our paybill number.
  1. Refund: We will endeavour to ensure that you are 100% satisfied with the services provided through our website.  We do not accept any returns or refunds except in very limited circumstances as shall be determined by the Company. In the case a return or a refund is approved:
  1. In the case of goods, no returns will be accepted more than 5 days from the date of purchase.
  2. In the case of space, no complaints will be accepted more than 2 days after the date of use.
  1. A decision made by the Company with respect to returns and refunds shall be final.
  2. Returns and Refunds Policy
    1. In the case of goods, the Purchaser shall immediately upon delivery inspect the goods and launch a formal complaint not less than 48 hours should the goods be faulty or not of good quality, supported by pictorial evidence. The Company will assess the complaint in consultations with the Vendor and at its own sole discretion determine if there is variance in quality or mis-description enough to warrant returns. If a return is authorised, the Customer shall have 5 working days to ship the goods back to the Company upon which the Customer shall either get an exchange or a full refund will be issued. No returns will be accepted more than 10 days from when the goods were first shipped to the Customer. The Vendor will be liable for administrative charges following a refund.
  3. Shelf Space

The Company  may at its discretion offer shelf space to the Purchasers in collaboration with Vendors, where Purchasers will be able to display their items for sale on such shelves for a limited time and for a commission on the sales as may be agreed with the Intermediary. Where such shelf space is available, the listing will contain details of the space, the nature of items that can be shelved, the length of shelving and the commission payable for the sale.

The Intermediary will be responsible for delivering items for shelving and collecting payments on behalf of the Seller, whereupon the Intermediary will deduct all commissions payable before remitting such proceeds.

  1. Pop-up Spaces
    1. The Company may at its discretion purchase a space listed with itself and set up pop-up spaces sellable to a determined number of Purchasers. Where a listed space is a pop-up space, such information shall be available to the Purchaser including any conditions applicable to the use of the space.
    2. At its sole discretion, the company may in relation to pop-up space act as an Agent of any purchasers in selling the goods on their behalf subject to a commission and accounting system as may be agreed between the parties as at the time of the transaction.

ANNEX 3: DROP SHIPPING TERMS AND CONDITIONS

  1. Drop Shipping Program
    1. In the case of goods, The Company will run an independent third party company (“Facilitator”) to administer its drop ship program.
    2. The Vendor must choose either of the following options:
  1. Opt for the Company’s drop shipping program in which case the Vendor will be required to store adequate part of their stock with the Company at a fee for the purpose of enabling the Company to make prompt shipping;
  2. Integrate with the Company’s drop shipping program by independently shipping the goods using the Company’s recommended shipper provided that shipping confirmations signed by the Purchaser are promptly shared with the Company and in any case not later than on the indicated shipping timelines.
  1. Notwithstanding the option chosen, shipping charges will be assessed by the intermediary at check-out where a Vendor who has decided to ship independently will be required to ship at their own cost and recover the amount from the shipping cost collected on their behalf by the Company.
  2. Other than where the Vendor’s goods are stored with the Company, the Vendor will provide product fulfillment for customer orders placed under this program. The Vendor’s manufacturing and distribution facilities shall be transparent in the packing slip and shipping process (i.e. each package sent to the Customer will appear to have come from the Company directly).
  3. The Vendor must maintain inventory service level standards of 98% in stock total inventory on hand for items being drop shipped for the Vendor and at all times keep the Company informed on any inventory changes.
  4. Subject to clause 8.4 above, should a Purchaser complete a transaction for any item that is out of stock but still listed on the Vendor’s store, the Vendor will be liable to pay an inconvenience fee in addition to transaction charges incurred in refunding the purchaser and will also be liable for account suspension.
  5. All standard orders are to be shipped so as to reach the customer not more than seventy two (72) hours upon the transaction being completed.
  6. The Vendor is responsible to recognize, prioritize, and ship all order/s where Customer selected an expedited shipping method so that Customer receives order/s on time. Vendor must ship according to the shipping method that the Customer selects. Failure to adhere to this will lead to penalties imposed on the Vendor.
  7. For custom made orders, the vendor shall notify and agree with the client on the production/assembling/processing or other timelines as the case may be. Once an agreement is recorded, the Vendor will be required to keep to the agreement and keep the client informed should there be a change in circumstances that make delivery within such timelines impossible. At all times, reasonable delivery times should be observed.