Service Provider Terms and Conditions | Production Services Ghana

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This Service Provider Contract consists of two parts: (1) the Terms and Conditions of Service; and (2) the General Terms and Conditions of Use

Terms and Conditions of Service for the Jumia Production Services Marketplace

Content

Introduction
Registration and account
Service provider account and listings
Pricing, payment and delivery of services
Subscription fees
VAT and other taxes
Breaches of terms and conditions of service
Insurance
Confidentiality and data privacy
Miscellaneous

Introduction
1. Jade E-Services Ghana Ltd (“Jumia” or “we”) operates an e-commerce platform in Ghana (“territory”) for the sale and purchase of consumer goods. Jumia offers the sellers on its e-commerce platform access to service providers selling creative content (“content”) and production services (“services”) through its production services marketplace (“marketplace”).
2. These terms and conditions of service shall apply to all service providers (“service providers” or “you” on the marketplace, and are part of our general terms and conditions of the use of the marketplace.
3. If you register with our marketplace as a service provider:
  1. you accept these terms and conditions of service, the general terms and conditions, and the Jumia codes, policies and guidelines, and as may be amended by Jumia from time to time and which form an integral part of the terms upon which you may use the marketplace;
  2. we will ask you to expressly agree to these terms and conditions of service; the general terms and conditions; and the Jumia Codes polices and guidelines, clicking to confirm that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory.
Registration and account
1. You may not register with our marketplace:
  1. if you are an employee of Jumia or a family member of an employee of Jumia, unless Jumia has approved the registration pursuant to its conflict of interest procedures.
  2. if you are under 18 years of age (by using our marketplace or agreeing to these terms and conditions of service, you warrant and represent to us that you are at least 18 years of age).
2. Service Providers may register for an account with our marketplace by completing and submitting the registration form on our marketplace.
3. You represent and warrant that all information provided in the registration form is complete and accurate.
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:
  1. keep your password confidential;
  2. notify us in writing immediately if you become aware of any disclosure of your password; and
  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.
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.
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 services you have paid for but not received, and you have not breached these terms and conditions of service or the general terms and conditions, we will refund you in respect of the same.
7. You may cancel your account on our marketplace at any time by contacting us using the marketplace contact form.
Service provider account and listings
1. You shall be responsible for listing your services on the marketplace including prices, detailed information, specifications and images.
2. You shall be solely responsible for listings and you hereby agree that:
  1. you shall obtain any licenses required for sale of your services and related content on the marketplace; and

1. 1. to the extent required by applicable law, you shall register with relevant tax authorities and pay all relevant taxes in relation to sales of the services.

1. Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any listing that breaches these terms and conditions of service, the general terms and conditions, or any Jumia codes, policies and guidelines.
2. You acknowledge and agree that notwithstanding that we may approve any listings, you shall be fully responsible for the same.

1. You understand and agree that you may only open more than one account for a legitimate business reason and this shall be determined at Jumia’s discretion. You shall notify Jumia if you (or a person or entity related to you) opens a further account.
2. You shall conduct your business on the marketplace:
  1. with skill and care, and by co-operating with and acting in good faith towards Jumia and the customers;
  2. in compliance with the Jumia Partner Code of Conduct, and other Jumia codes, policies and guidelines as published on the marketplace from time to time;
  3. in accordance with ethical business practices and industry best practice; and
  4. in compliance with all applicable laws in force from time to time, including, without limitation (i) all laws, statutes, regulations and other enactments of the territory (ii) the U.S. Foreign Corrupt Practices Act; (iii) U.K. Bribery Act; (iv) all other anti-bribery and corruption, anti-money laundering and anti-terrorism laws; and (v) any trade or export sanctions or restrictions imposed by the United States, the United Kingdom, the European Union and/or the United Nations.

Pricing, payment and delivery of services
1. All prices for the services shall be stated on the marketplace inclusive of VAT and any other tax applicable to the transaction and in the currency of the territory.
2. You shall be solely responsible for setting the price of your services on the marketplace, via the dashboard portal. You may amend your prices from time to time, including for the purpose of any seasonal or other discounts.
3. The pricing of your services shall comply with all applicable laws, including competition laws.
4. You shall be entirely responsible for delivery of the services and for collection of payments from customers in respect services purchased.
Subscription fees
1. We shall charge you subscription fees for use of our platform as further particularized in the subscriptions page on the marketplace.
2. Our subscription fees shall be payable by way of consideration for the costs of our services rendered by us, and shall not be contingent upon sales.
3. We may vary our subscription fees from time to time, on prior notice to you, and by updating the subscriptions page on the marketplace. This will not affect any liability to pay subscription fees that accrue before the new rates are posted.
4. You must make payment of the subscription fees due under these terms and conditions of service in accordance with our payments information and guidelines as communicated to you from time to time.
VAT and other taxes
1. All prices stated on the marketplace are stated inclusive of VAT and any other taxes applicable to the transaction.
2. Subscription fees are inclusive of VAT and all other taxes thereon; and
3. You shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with customers, including VAT, and you shall therefore be responsible for the reporting, filing and payment of the same.
4. Should a competent tax authority determine that Jumia is liable for payment of any taxes in respect of the transactions, you hereby indemnify and hold harmless Jumia in respect of the same. We may make tax-related deductions to payments processed by us on your behalf and remit such deducted amounts to the relevant government or tax authority.
5. Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.
Breaches of terms and conditions of service
1. If we reasonably determine that you have breached these service provider terms and conditions, our general terms and conditions, or any Jumia codes, policies or guidelines, we may:
  1. send you one or more formal warnings;
  2. suspend, prohibit or block your access to our marketplace as provided in the general terms and conditions; and/or
  3. commence legal action against you, whether for breach of contract or otherwise.
2. The consequences of breach provided at section 7.1 above shall also apply if:
  1. you fail to satisfy a minimum level of operational performance in order to provide a satisfactory customer experience on the marketplace and/or to meet the service levels as stated on the marketplace; or
  2. if you receive negative ratings and reviews.
Insurance

1. You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

Confidentiality and data privacy

1. All information and documents concerning the conduct of business pursuant to these terms and conditions of service, including information relating to business methods, procedures, policies and sales information, is strictly confidential unless it is already in the public domain. You shall not use Jumia’s confidential information or customer confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Jumia’s confidential information without our prior written consent.

1. Service providers may not send advertising or promotional communications to customers on the marketplace without the prior written consent of Jumia, and shall be directly responsible to marketplace users for any misuse of their personal data.

1. If Jumia is sued, fined, or otherwise incurs expenses as a result of the service provider’s handling of personal data obtained through the marketplace, the service provider shall indemnify Jumia in respect of the same.

Miscellaneous

1. These terms and conditions of service are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of the territory.

1. In respect of service providers operating across multiple marketplaces operated by Jumia affiliates, each transaction shall be subject to the governing laws and jurisdiction of the territory of the marketplace on which the transaction took place.
2. We will ask for your express agreement to any revisions of these terms and conditions of service and the general terms and conditions within such period as we may specify; and if you do not give your express agreement to the revised versions within such period as we may specify, you shall be deemed to have consented. If you expressly reject any such revisions you may be deemed by us to have terminated the agreement and we may disable or delete your account on the marketplace.

1. These terms and conditions of service, the general terms and conditions, and the Jumia codes, policies and guidelines 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.

General Terms and Conditions of Use

of the Jumia Production Services Marketplace

Contents

Introduction
Terms and conditions of sale
Use of website and mobile applications
Copyright and trademarks
Data privacy
Due diligence and audit rights
Jumia’s role as a marketplace
Limitations and exclusions of liability
Indemnification
Breaches of these general terms and conditions
Entire agreement
Hierarchy
Variation
Severability
Assignment
Third party rights
Law and jurisdiction
Our company details

Introduction
1. Jade E-Services Ghana Ltd (“Jumia” or “we”) operates an e-commerce platform in Ghana (“territory”) for the sale and purchase of consumer goods. Jumia offers the sellers on its e-commerce platform access to service providers selling creative content (“content”) and production services (“services”) through its production services marketplace (“marketplace”).
2. These general terms and conditions shall apply to sellers on Jumia’s e-commerce platform who shall be buyers of the services (“customers”) and to the ”service providers” and shall govern all use of the marketplace and related services.
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.
4. If you use our marketplace in the course of a business or other organizational project, then by so doing you:
  1. confirm that you have obtained the necessary authority to agree to these general terms and conditions;
  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
  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.
Terms and conditions of sale
1. You acknowledge and agree that:
  1. the marketplace provides an online location for service providers to sell and customers to purchase services;
  2. Jumia is not a party to the transaction between the service provider and the customer;
  3. the service provider shall be entirely responsible for delivery of the services and for collection of payments from customers in respect services purchased;
  4. a contract for the sale and purchase of services will come into force between the customer and service provider when the service provider accepts the customer’s order via the marketplace, and accordingly you commit to buying or selling the relevant services.
2. Subject to these general terms and conditions, the service provider’s terms of business shall govern the contract for sale and purchase between the customer and the service provider including in respect of payment terms and methods. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the customer and the service provider:
  1. the price for services will be as stated in the relevant listing
  2. the price for the services must include all taxes and comply with applicable laws in force from time to time;
  3. services must be of satisfactory quality, fit for any purpose specified in, and conform in all material respects to, the listing and service levels published on the marketplace and any other description of the services; and
  4. the service provider warrants that:
    1. the service provider has the right to supply the services and the content to the customer;
    2. the content and the use of the content will not infringe the copyright or other intellectual property rights of any person in any jurisdiction and under any applicable law;
    3. the content shall not be improper, abusive, indecent, obscene, unauthorized, defamatory, fraudulent or unlawful.
Use of website and mobile applications
1. In this section 3 words “marketplace” and “website” shall be used interchangeably to refer to Jumia’s websites and mobile applications.
2. You may:
  1. view pages from our website in a web browser;
  2. download pages from our website for caching in a web browser;
  3. print pages from our website for your own personal and non-commercial use, providing that such printing is not systematic or excessive;
  4. stream audio and video files from our website using the media player on our website; and
  5. use our marketplace services by means of a web browser,

subject to the other provisions of these general terms and conditions.

1. Except as expressly permitted by section 3.2 or the other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.
2. You may only use our website for your own personal and business purposes in respect of selling or purchasing services on the marketplace.
3. Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.
4. Unless you own or control the relevant rights in the material, you must not:
  1. republish material from our website (including republication on another website);
  2. sell, rent or sub-license material from our website;
  3. show any material from our website in public;
  4. exploit material from our website for a commercial purpose; or
  5. redistribute material from our website.
5. Notwithstanding section 3.6, you may forward links to services on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.
6. We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.
7. You must not:
  1. use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;
  2. use our website in any way that is unethical, unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
  3. hack or otherwise tamper with our website;
  4. probe, scan or test the vulnerability of our website without our permission;
  5. circumvent any authentication or security systems or processes on or relating to our website;
  6. use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
  7. impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);
  8. decrypt or decipher any communications sent by or to our website without our permission;
  9. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
  10. access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
  11. use our website except by means of our public interfaces;
  12. violate the directives set out in the robots.txt file for our website;
  13. use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or
  14. do anything that interferes with the normal use of our website.
Copyright and trademarks
1. Subject to the express provisions of these general terms and conditions:
  1. we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
  2. all the copyright and other intellectual property rights in our website and the material on our website are reserved.
2. Jumia’s logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks, and such use may constitute an infringement of our rights.
3. The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.
Data privacy
1. You agree to processing of your personal data in accordance with the terms of Jumia’s Privacy and Cookie Notice.
2. Jumia 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.
3. Service providers shall be directly responsible to customers for any misuse of their personal data and Jumia shall bear no liability to customers in respect of any misuse by service providers of their personal data.
Due diligence and audit rights
1. We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the marketplace.
2. You agree to provide to us all such information, documentation and access to your business premises as we may require:
  1. in order to verify your adherence to, and performance of, your obligations under this Agreement;
  2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
  3. as otherwise required by law or applicable regulation.
Jumia’s role as a marketplace
1. You acknowledge that:
  1. we do not confirm the credit worthiness or bona fides of marketplace users, or otherwise vet them;
  2. we do not give any assurances regarding the the information contained in listings;
  3. we are not party to any licence or contract for the sale, purchase and/or licensing of the content and/or services advertised on the marketplace;
  4. notwithstanding that we may perform order trakcing and qualitiy control, we are not involved in any transaction between a customer and a service provider in any way, save that we facilitate a marketplace for customers and service providers;
  5. we are not the agents for any customer or service provider,

and accordingly we will not be liable to any person in relation to the offer for sale, sale, purchase and/or licensing of any content and/or services 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 content and/or services and we will have no obligation to mediate between the parties to any such contract.

1. We do not warrant or represent:
  1. the completeness or accuracy of the information published on our marketplace;
  2. that the material on the marketplace is up to date;
  3. that the marketplace will operate without fault; or
  4. that the marketplace or any service on the marketplace will remain available.
2. 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.
3. We do not guarantee any commercial results concerning the use of the marketplace.
4. To the maximum extent permitted by applicable law and subject to section 8.1below, 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.
Limitations and exclusions of liability
1. Nothing in these general terms and conditions will:
  1. limit any liabilities in any way that is not permitted under applicable law; or
  2. exclude any liabilities or statutory rights that may not be excluded under applicable law.
2. The limitations and exclusions of liability set out in this section 8 and elsewhere in these general terms and conditions:
  1. are subject to section 8.1; and
  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.
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.
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 8.4.
5. Notwithstanding section 8.4 above, we will not be liable to you for any loss or damage of any nature, including in respect of:
  1. any losses occasioned by any interruption or dysfunction to the website;
  2. any losses arising out of any event or events beyond our reasonable control;
  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;
  4. any loss or corruption of any data, database or software; or
  5. any special, indirect or consequential loss or damage.
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).
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.
Indemnification
1. You hereby indemnify us, and undertake to keep us indemnified, against:
  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 Jumia codes, policies or guidelines; and
  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.
Breaches of these general terms and conditions
1. If we permit the registration of an account on our marketplace it will remain open indefinitely, subject to these general terms and conditions.
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 Jumia codes, policies or guidelines in any way we may:
  1. temporarily suspend your access to our marketplace;
  2. permanently prohibit you from accessing our marketplace;
  3. block computers using your IP address from accessing our marketplace;
  4. contact any or all of your internet service providers and request that they block your access to our marketplace;
  5. suspend or delete your account on our marketplace; and/or
  6. commence legal action against you, whether for breach of contract or otherwise.
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).
Entire agreement
1. These general terms and conditions and the Jumia codes, policies and guidelines (and in respect of service providers the terms and conditions of service) 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.
Hierarchy
1. Should these general terms and conditions, the terms and conditions of service, and the Jumia codes, policies and guidelines be in conflict, these terms and conditions, the terms and conditions of service, and the Jumia codes, policies and guidelines shall prevail in the order here stated.

Variation
1. We may revise these general terms and conditions, the terms and conditions of service, and the Jumia codes, policies and guidelines from time to time.
2. The revised general terms and conditions shall apply from the date of publication on the marketplace.
Severability
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.
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.
Assignment
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.
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.
Third party rights
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.
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.
Law and jurisdiction
1. These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.
2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.
Our company details
1. The marketplace is operated by Jade E-Services Ghana Ltd. We are registered in Ghana under registration number CS171182018, and our registered office is at The Evita Place, Opp. American House, Boundary Road, East Legon, Accra. You can contact us by using our marketplace contact form.