PRIMENATIVE INTERNATIONAL LIMITED
TERMS OF SERVICE
1. In General
Primenative International Limited (hereinafter referred to as PRIMENATIVE) owns and operates the Website www.primenative.com; together with other online channels which include, but not limited to its mobile applications, blogs and social media handles. This document governs your relationship with PRIMENATIVE. Access to and use of the Platform and the products and services available through it are subject to the following terms, conditions and notices. By using our Services, you agree to all of the Terms of Service, and any changes as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to these Terms of Service.
Access to this Website is permitted on the terms provided herein expressly or those reasonable required on legal basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or the entire Website.
This Website may contain links to other websites (the "Linked Sites"), which are not operated by PRIMENATIVE. We have no control over the Linked Sites and accept no responsibility for their actions (or inactions), or for any loss or damage that may arise from your use of them. Your use of the Linked Sites will be subject to the terms of use and service contained within each such site.
These terms govern your access to and use of the Primenative website, including any subdomains thereof, and any other websites through which Primenative makes the Primenative Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, " Primenative Services"). The Site, Application and Primenative Services together are hereinafter collectively referred to as the “Primenative Platform”. Our other Policies applicable to your use of the Primenative Platform are incorporated by reference into this Agreement.
When these Terms mention “Primenative,” “we,” “us,” or “our,” it refers to the Primenative Company you are contracting with.
2. Scope of Primenative Services
You have sole responsibility when interacting with other members. Our Services provide a platform for members to buy and sell ethnic fashion, beauty products & services and art & craft; and to communicate with one another for the sole purpose of transactions. Primenative is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other member, person or organization except as stated in section 7. You are solely responsible for your interactions with other members of our Services. We reserve the right, but have no obligation, to monitor interactions between you and other members of our Services. We cannot be responsible for the interactions that you have with other Primenative members. We therefore advise that you use good judgment and keep safety in mind when you use our Services.
2.1 The Primenative Platform is an online marketplace that enables registered users who offer products and services for sale (“Merchants”) to publish such offerings (“Listings”) and to communicate and transact directly with other members who are seeking to purchase or book such Listings (Members who purchase these Listings are “Customers”).
2.2 As the provider of the Primenative Platform, Primenative does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings. Merchants alone are responsible for their Listings. When Members make or order/purchase any Listings, they are entering into a non-binding agreement directly with each other. Primenative is not and does not become a party to or other participant in any contractual relationship between Members, nor is Primenative a broker or insurer.
2.3 While we may (at our own discretion) help facilitate the resolution of disputes, Primenative has no control over and does not guarantee: (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member (Merchant or Customer) or third party. Primenative does not endorse any Members or Listings. While we are happy to indemnify the Customer according to section 7, the onus is on the Customer to exercise good sense in matters of Value for Money and the specifics in a Merchant’s Shop Policy. Reviews are intended only to indicate Members’ feedback from past orders, and are therefore not an endorsement by Primenative of any Merchant or Listing.
Primenative is merely a communication platform, therefore if you List your Products or Services, your relationship with Primenative is not a contractual one. You are not an employee, agent, joint venturer or partner of Primenative for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit of Primenative.
2.4 Due to the nature of the Internet, Primenative cannot guarantee the continuous and uninterrupted availability and accessibility of the Primenative PlatformPrimenative may restrict the availability of the Primenative Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Primenative Platform. Primenative may improve, enhance and modify the Primenative Platform and introduce new Primenative Services from time to time.
3 Membership Eligibility
3.1 Use of the Primenative Platform is available only to persons who can form legally binding contracts under Nigerian governing laws. If you are a minor i.e. under the age of 18 years, you shall not register as a Member of Primenative and shall not transact or use Primenative Platform. As a minor if you wish to use or transact on Primenative, such use or transaction may be made by your legal guardian or parents who have registered as Members of Primenative. Primenative reserves the right to terminate your membership and refuse to provide you with access to the Primenative Platform if it is brought to Primenative International Limited’s notice or if it is discovered that you are under the age of 18 years.
4 Your Account: Registration and Obligation
4.1. If you use Primenative, you shall be responsible for maintaining the confidentiality of your User ID and Password and you shall be responsible for all activities that occur under your User ID and Password. You agree that if you provide any information that is untrue, inaccurate, not current or incomplete; that Primenative has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms of Service, Primenative has the right to indefinitely suspend or terminate or block access of your membership with Primenative and refuse to provide you with access to the Website.
4.2. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services- subject to these Terms of Service; and especially with restrictions in section 11.
5 Your Privacy
5.1. We know your personal information is important to you, so it is important to us. Our Privacy Policy details how your information is used when you use our Platform. By using our Platform, you are also agreeing that we can process your information in the ways set out in the Privacy Policy, so please do read it.
5.2 Both Primenative and Merchants process Customers’ personal information (for example, Customer name, email address, and shipping address) and are therefore considered separate and independent data controllers of Customers’ personal information. That means that each party is responsible for the personal information it processes in providing Primenative Services.
5.3. If, however, Primenative and Merchant are found to be joint data controllers of Customers’ personal information, and if Primenative is sued, fined, or otherwise incurs expenses because of something that the Merchant did (or did not do) as a joint data controller of Customer personal information, the Merchant agrees to indemnify Primenative for the expenses it may incur in connection with their processing of Customer personal information.
Provided that to the extent appropriate, Primenative may join in any actions brought against the Merchant only where Primenative is found to be in joint data control and Primenative shall cooperate fully in any litigation or other proceedings to protect the Primenative’s content and rights. Provided also that action against the Customer shall be brought by Primenative and if any other party such as the Merchant, apart from Primenative, elects to proceed alone directly through its own counsel or instructs Primenative to proceed alone directly through its own counsel in Primenative's name, that party shall, first seek and obtain the consent of Primenative, and bear the costs thereof and Primenative shall be entitled to retain any recovery.
6 Contents Posted on Our Platform (Member Content)
6.1 Contents that you post on our Platform is your content. We do not make any claim, proprietary or otherwise, to it, which includes anything you post using our Services (like shop names, profile pictures, Listing photos, Listing descriptions, reviews, comments, videos, usernames, etc.).
6.2 Responsibility for Your Content
You understand that you are solely responsible for your Content. You represent that you have all necessary rights to your Content and that you are not infringing or violating any third party’s rights by posting it.
6.3 Permission to Use Your Content
By posting your Content on our Platform, you grant Primenative a license to use it. We don’t claim any ownership to your Content, but we have your permission to use it to help Primenative function and grow. That way, we will not infringe any rights you have to your Content and we can help promote it.
6.4 Rights You Grant Primenative
By posting your Content, you grant Primenative a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your Content. This allows us to provide our Services and to promote Primenative, your Primenative shop, or our Services in general, in any formats and through any channels, including across any Primenative Services, our partners, or third-party website or advertising media. You agree not to assert any moral rights or rights of publicity against us for using your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent your Content contains any personal information.
6.5 Reporting Unauthorized Content
Primenative has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing Content from the Platform. If Content that you own or have rights to has been posted on our Platform without your permission and you want it removed, please send us an email at info@primenative.com. If your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive proper notice or terminating your account if you are found to be a repeat infringer. We will notify you if any of these happens.
6.6 Inappropriate, False, or Misleading Content
You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or prohibited as defined in this Terms of Service. You also agree not to post any content that is false and misleading or use the Platform in a manner that is fraudulent or deceptive.
7 Primenative’s Obligation
Background: Our Platform is a curated online marketplace which focuses essentially on ethnic fashion, beauty and art & craft. There is a catch here though: but for a few exceptions, all products sold on the Platform must be made in their finished forms by Merchants who are based in countries where we have operations (Only Nigeria at this time). A list of the products and services which are exempted from this general rule shall be communicated to the Merchants in a separate document from time to time. We take extra care to make sure that Merchants who sell on our Platform are real human beings; and that they are in the business of selling whatever products or services which they may have in their Listings. THIS IS WHY WE TAKE IT UPON OURSELVES TO INDEMNIFY ALL CUSTOMERS TO THE FULL VALUE OF ANY PURCHASES THEY MAKE ON THE PLATFORM IF SUCH ORDERS/BOOKINGS ARE NOT DELIVERED TO THEM (i.e. FOR ALL NON-DELIVERY).
7.1 As Primenative does not intervene in the transactions between the Customers and Merchants. Each Member has to inform Primenative in the event of a dispute between Members for any reclamation, and of any damage incurred or to be incurred, presumed or not, noted or not, resulting directly or indirectly from these reclamations.
7.2 The Primenative Guarantee
OUR GUARANTEE COVERS ONLY FOR NON-DELIVERY OF GOODS AND SERVICES. When you are yet to receive goods you ordered, 14 days after the Merchant’s delivery time as contained in their Shop Policy or as communicated to you in your correspondences with the Merchant on the Platform has lapsed. Or in the case of service- one day after such a booking has lapsed. All such orders are classified as non-delivery. When this happens; and after exploring all reasonable endeavours towards an amicable settlement with the Merchant, the Customer may proceed to claim remedies from us.
The Customer may opt to seek reclamation in line with our 100% Value of Purchase indemnification by sending us an email at info@primenative.com with all relevant information at their disposal concerning the disputed purchase. We shall use resources at our disposal to investigate the matter and come to a conclusion within seven working days. If we determine that the Merchant has not delivered to the Customer the goods/services purchased (i.e. “Non-delivery”), we shall proceed to pay to the Customer a part or full value of the purchase in dispute according to what the Customer is claiming and in accordance with the findings of our investigation- all within 14 working days of the Customer lodging their complaint.
7.3 Primenative offers to Merchants: (i) the possibility to make Listings and sell their products and services by means of a Virtual Shop, (ii) tools which allow them to promote further their Listings, and (iii) arrangements that facilitate logistics services.
7.4 Primenative's activity is limited to the intermediation between Customers and Merchants. Primenative does not intervene in any way in the transactions between Merchants and Customers who decide on their own and in their own discretion, to engage in whatever transactions on the Platform. Primenative is neither a retailer nor does it own any Listings on the Platform.
7.5 But for guiding policies and procedures as contained in these Terms of Service, Primenative has no control over what Listings are published; and in particular cannot guarantee that the products and services will satisfy the Customer. Primenative cannot also guarantee to the Merchant that their product/service will not be returned/contested and/or the sale cancelled by the Customer (subject to these Terms of Service and in line with the Merchant’s Shop Policy).
7.6 Primenative on the one hand and the Merchant on the other are independent parties, each acting in its own name. There is neither an assumption nor is it a fact that we intend to create or have created any subordination link, mandate, participatory company, common venture, employer/employee relations or franchiser/franchisee relation between Primenative and any Merchant.
7.7 When you use the Platform or send emails, information or otherwise communicate with us in any form, you agree and understand that you are communicating with Primenative through electronic records and that you consent to receive communications via electronic records from Primenative periodically. Primenative may communicate with you by email or by such other mode of communication, electronic or otherwise. Members cannot therefore complain or litigate in any way regarding the said contacts, but will always be free at any time to opt out by clicking on the deactivation button in our email to them or by simply sending us an email at info@primenative.com to that effect.
7.8 In the event that Primenative learns about any act or intent of a Member outside or on the Platform to: (i) reroute/redirect or trying to reroute/redirect all or part of the Merchants or Customers on the Platform or entice all or part of the Merchants or Customers to not or not anymore sell or buy on the Platform or any Virtual Shops on the Platform, (ii) be dishonest, prejudicial, antitrade, degrading, slanderous, defamatory, injurious, detrimental or damaging to Primenative, the Platform, or any Member, any third party (iii) aim to promote any other activity or service that is not in consonance with the general Terms of Service as contained herein; Primenative reserves the right to terminate such Member's account and/or Virtual Shop.
7.9 For the avoidance of doubt, any part of a Merchant’s Shop Policy which runs contrary to any provision of these Terms of Service shall be considered null and void. And where a customer proceeds to deal with a Merchant on an invalid policy, Primenative shall not be liable.
8 Member’s Obligation
8.1 Where returns are allowed, the Customer shall exercise utmost caution to send goods for return back to the Merchant in as pristine a condition as when it was delivered to them.
8.2 Any person that registers as a Member on The Platform commits to supply exact, updated and complete information and all other data (notably personal) that might be necessary to finalize and maintain such registration on the Platform; notably a valid e-mail address and all necessary complementary information to become Merchant or Customer. Each Member commits also to update their account and to add without delay any modification concerning their information. Each Member will be held solely responsible for any consequence that might result from the supply of invalid, erroneous or misleading information to Primenative and/or other Members.
8.3 To register, a Member must choose a username and password. The Member commits to not register under a username that might offend or violate the rights of a third person. Notably, the Member will not use a username that will violate the copyrights, brands, corporate designations, business name of a third party or offend religious/racial/ethnic sensibilities of other Members.
8.4 The registration of a Member on the Platform allows for the creation a unique account with which they can access the Platform. This account, especially the email address used or any other identification data obtained, shall be used to communicate to the Member new Listings, offers, promotions or for survey purposes; by email or any other communication means available.
8.5 The username and password of a Member are strictly personal and the Member commits to maintain their confidentiality. The registered Member is the only one allowed to use the Platform via their username and password and commits to not allow anyone else access under their identity. Accessing the Platform via a Member’s username and associated password presumes that all actions on the Platform via such credentials of the Member are indeed theirs. In the event that a Member has reasonable cause to believe that their account has been compromised, it is their duty to immediately contact Primenative via email at info@primenative.com
8.6 Each Member commits to create and use only one account. Any exception to this rule must be supported by an explicit request by the Member and an express and specific authorization by Primenative . The creation or use of new accounts under a Member's own identity or a third party's without requesting and obtaining the authorization for such from Primenative could result in the immediate suspension of the accounts of the Member and all associated services.
8.7 Each Member commits to using the Platform and supplying Contents on the Platform in line with the Terms & Service as contained herein and in keeping with relevant laws of the Land.
8.8 Each Member is responsible for the Contents they publish. The Member must not carry out any actions that may be construed as: (i) violating the copyright, patents, brands, sketches and models, fabrication secrets, divulgation right or private life of the third parties, (ii) defamatory, injurious, denigrating or slanderous, (iii) discriminatory or inciting racial, religious and/or ethnic violence or hatred, (iv) obscene or pedophilia, (v) likely to be qualified as embezzlement, fraud, breach of trust or to fall as any other penal infraction and (vi) an act or attempt to encourage the transfer of money without in counterpart the delivery of products or services of a value corresponding to the amount paid and in conformity with these Terms of Service
8.9 A Member, outside or on the Platform, shall not commercially solicit or prospect for customers from other Members via any means whatsoever. Defaulters may have their accounts suspended or deactivated.
8.10 A Member has the obligation to act in good faith in his relations with Primenative, other Members and third parties.
9. Merchant Service Agreement
In consideration of the mutual covenants set forth in this Agreement, Merchant and Primenative (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:
9.1 Services Rendered
Primenative will use reasonable diligence in rendering the Services offered to the Merchant, which include the following: (i) a Virtual Shop with payment gateway, (ii) access to account management services, (iii) access to logistics partners, (iv) provision of analytics and (v) e-marketing, and other marketing services as available and appropriate.
Primenative may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Merchant will be informed before the provision of such services. Primenative reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.
The Merchant agrees to use reasonable diligence in providing Customers with genuine services, products and accurate product information.
9.2 Compensation
For all of the Services provided by Primenative under this Agreement, the Merchant shall compensate Primentaive with commissions or other payments as shall be communicated to the Merchant; or agreed in advance between both parties, or detailed elsewhere on the Primenative Platform.
Merchants shall have the face value of their Listings less Primenative’s commission credited to them upon confirmation of an order. However, in the event of a return, Primenative shall reimburse the Merchant the full value of any commission deducted for the item returned less the Payment Gateway fees.
9.3 Confidentiality
The Merchant and Primenative acknowledge and agree that the scope of work and all other documents and information related to the development of our Services will constitute valuable trade secrets of Primenative. Merchant shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Primenative’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.
Any information or correspondence shared between the parties may be disclosed to a third party where such third party is a professional advisor of such Party who is subject to professional duties of confidentiality.
9.3.1 The obligations and restrictions set out in this Clause shall not apply to any Confidential Information which:
9.3.2 At the time of receipt is already known to the receiving Party;
9.3.3 Already in possession of the public or subsequently becomes available to the public otherwise than by breach of this Agreement by the receiving Party;
9.3.4 Lawfully disclosed to the receiving Party by a third party without restriction on its use or disclosure;
9.3.5 Disclosed by the receiving Party in order to comply with any legislation or order of a court or other governmental body;
9.3.6 Developed by the receiving Party independently of the Confidential Information received from the other Party.
9.3.7 The Company reserves the right to sue for breach of confidentiality and shall exercise its right to sue through the mechanisms of mediation, Arbitration and Litigation.
9.4 Independent Contractor
Primenative shall be deemed as an independent contractor. Primenative will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Merchant will not withhold or pay any income tax, social security tax, or any other payroll taxes on Primentaive’s behalf. Primnative is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Merchant. Primenative understands that it will not be entitled to any fringe benefits that Merchant provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.
9.5 Entire Agreement
This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. Primenative reserves the right to alter these Terms of Service at any point without notice, by updating the content on the Primenative website.
9.6 Non-Circumvention
The parties hereby agree that neither party would by its actions or through any third-party directly or indirectly in its interest avoid the observance and performance of any of the terms contained in this Agreement.
9.7 Indemnification
Merchant warrants that every product it delivers to the Customer through any courier of choice, or through any of the courier companies as Primenative may at its discretion put in place for the convenience of the Merchant, is legally owned or licensed to the Merchant. Merchant also warrants that products which they may use on a Customer in fulfilment of a Listing purchased on the Platform are genuine, safe to use; and to all intent and purpose shall cause no bodily harm to the Customer. The Merchant agrees to indemnify and hold Primenative, its employees, directors and associates harmless from any and all claims brought against the Merchant as a consequence of any beauty services, and all other services they may have rendered to a Customer.
Merchant shall indemnify and hold Primenative harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Merchant
9.8 Limitation of Liability
Merchant agrees to indemnify, defend and hold harmless Primenative against and from any third party claims (including reasonable legal or arbitration costs) arising from: (i) any breach or default on the part of the merchant of any obligations, (ii) negligent act or omission by Merchant, (iii) wilful violation of the law, wrong description and price of products published; or (iv) an offence committed by the Merchant, (v) provision of fake, inferior or substandard products that have been sold as genuine, (vi) listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NAFDAC, SON etc.), (vii) use of fake, inferior or substandard products in the delivery of a service Listing on the Platform, (viii) engages in any activity that could be considered as fraudulent or misleading.
9.9 Termination of Agreement
Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party. Primenative reserves the right to deactivate the Merchant from the Platform if any, or a combination of the following breaches are committed: (i) fails to fulfill an order/booking in line with the Terms of Service together with the Merchant’s Shop Policy for such Listings, (ii) delivers to the Customer fake, inferior or substandard products that have been sold as genuine, (iii) delivers to the Customer used, refurbished or damaged products that have been sold as new, (iv) lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NAFDAC, SON etc), (v) engages in any activity that could be considered as fraudulent or misleading, (vi) uses fake, inferior or substandard products in the delivery of a Service Listing on the Platform, (vii) engages in any activity that brings Primenative, or any of Primenative’s partners or other Members into disrepute.
9.10 You may terminate this Agreement at any time by sending us an email at info@primenative.com. If you cancel your Primenative Account as a Merchant, it is your own responsibility to make sure you fulfill all outstanding Customer orders/bookings prior to the termination. You must also endevour to settle all other obligations which may include but not limited to all reclamations against you.
If you cancel your Primenative Account as a Customer, it is your own responsibility to cancel any confirmed orders/bookings subject to all relevant parts of the Terms of Service pertaining to all such cancelations.
9.11 When this Agreement has been terminated, you are not entitled to a restoration of your Primenative Account or any of your Member Content. If your access to or use of the Primenative Platform has been limited or your Primenative Account has been suspended or this Agreement has been terminated by us, you may not register a new Primenative Account or access and use the Primenative Platform through a Primenative Account of another Member.
9.12 Force Majeure
The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if it is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection and other acts of God PROVIDED; nevertheless, that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.
9.13 Insurance
Merchants shall be responsible for insurance in relation to goods shipped to Customers and also of services rendered.
9.14 Copyright and Infringement Trademark
Primenative respects all copyright and trademarks of others. As a Merchant on our Platform you must in turn respect these rights. Primenative will immediately suspend or deactivate a Merchant who infringes another’s trademark or copyright.
9.15 Restrictions and Prohibitions
Merchants must have their Shop Policy clearly written in their profile; no part of which must be found to contradict any of the provisions of the Terms of Service as contained herein or any other policy of Primenative. (ii) All product descriptions must be true, accurate and non-misleading, (iii) Products sold by Merchants must not be fraudulently obtained neither shall Merchants be involved in the sale of sub-standard, counterfeit or stolen items. (iv) Merchant must not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Primenative will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of Merchants who may be infringers. (v) Merchant must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising). (vi) Products/description of products must not be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities. (vii) No display of images containing pornography is permitted. (viii) You must not sublease your account or give another access to your account or sublease your Virtual Shop to third parties. (ix) Merchant must not incur liability for Primenative and its subcontractors or expose them to undue risk or otherwise engage in activities that Primenative, in its sole discretion, determines to be harmful to Primenative, its affiliates, operations, reputation, or goodwill. (x) Merchant must not post or display any material that exploits or otherwise exploits children under the age of 18 years. (xi) Merchant must not conduct activities such as raffles and lotteries. (xii) Primenative is compliant with all the Money Laundering Regulations and all Money Laundering activities are prohibited.
10 Governing Law and Dispute Resolution
10.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of the Federal Republic of Nigeria.
10.2 The Parties shall make effort to resolve disputes on an amicable basis before invoking dispute resolution procedures hereunder. During the continuation of the said dispute resolution procedures, the Parties shall continue performance under this Agreement, unless to do so would be impossible or impracticable.
10.3 In the event that a dispute cannot be amicably resolved within 14 (fourteen) business days after notice of the dispute, controversy, claim or differences has been served by one Party on the other, it shall be finally settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, Cap. A18 Laws of the Federation of Nigeria 2004.
10.4 The arbitration panel shall comprise a single arbitrator jointly appointed by the Parties, or failing agreement by the Parties, the appointment shall be made by the Chairman of the Nigerian Branch of the Chartered Institute of Arbitrators, UK. The seat of arbitration shall be Lagos.
10.5 The language of the arbitration shall be English and the award in such arbitration shall be final and binding upon the Parties, save in the event of fraud or manifest error, and judgment thereon may be entered in any Court having jurisdiction for its enforcement and the Parties renounce any right of appeal from the decision of the tribunal insofar as such renunciation can validly be made.
11.
Ratings and Reviews
11.1 After completing an order/booking, Customers and Merchants can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Primenative.
11.2 Ratings and Reviews by Customers and Merchants must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with Primenative’s Content Policy.
12. Prohibited Activities
In connection with your use of the Primenative Platform, you will not and will not assist or enable others to: (i) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms of Service and Privacy Policy; (ii) use of the Primenative Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms of Service or in a manner that falsely implies Primenative endorsement, partnership or otherwise misleads others as to your affiliation with Primenative; (iii) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Primenative Platform in any way that is inconsistent with Primenative ’s Privacy Policy or these Terms of Service or that otherwise violates the privacy rights of Members or third parties; (iv)use the Primenative Platform in connection with the distribution of unsolicited commercial messages ("spam"); offer, as a Merchant, any Products or Services that you do not yourself own or have permission to make available on The Platform; (v) contact another Member for any purpose other than asking a question related to your own booking, order, Listing, or the Member's use of the Primenative Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval; (vi) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior; (vii) use, display, mirror or frame the Primenative Platform or Collective Content, or any individual element within the Primenative Platform, Primenative's name, any Primenative trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Primenative Platform, without Primenative's express written consent; (viii) dilute, tarnish or otherwise harm the Primenative brand in any way, including through unauthorized use of Collective Content, registering and/or using Primenative or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Primenative domains, trademarks, taglines, promotional campaigns or Collective Content; (ix) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Primenative Platform for any purpose; (x) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Primenative or any of Primenative's providers or any other third party to protect the Primenative Platform; (xi) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to operate and support the Primenative Platform; (xii) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Primenative Platform.
13. You acknowledge that Primenative has no obligation to monitor the access to or use of the Primenative Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Primenative Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms of Service; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms of Service. Member agrees to cooperate with and assist Primenative in good faith, and to provide Primenative with such information and take such actions as may be reasonably requested by Primenative with respect to any investigation undertaken by Primenative or a representative of Primenative regarding the use or abuse of the Primenative Platform.
14 MANDATORY DECLARATION
You hereby declare that you have provided all necessary Legal Delivery Details for the shipment of your order(s) to the destination specified by you in the Order(s).
15 Warranties and Limitations of Liability
15.1 Items You Purchase
You understand that Primenative does not manufacture, store, or inspect any of the items sold through our Platform. We provide the space; the items on our Platform are produced, listed, and sold directly by independent Merchants. Primenative cannot and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the Merchant who sold such items. You release Primenative from any claims related to items sold through our Platform, including for defective items, misrepresentations by Merchants, or items that caused physical injury.
15.2 Content You Access
You may come across materials that you find offensive or inappropriate while using our Platform. We make no representations concerning any content posted by users on the Platform. Primenative is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed on our Platform. You release us from all liability relating to such Contents.
15.3 People You Interact With
Members may interact with other Members, either online or in person. However, you understand that we do not screen Members on the Platform, and you release us from all liability relating to your interactions with other Members. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.
15.4 Third-Party Services
Our Platform may contain links to third-party websites or services that we do not own or control. When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. Primenative is not a party to those agreements; they are solely between you and the third party.
16. WARRANTIES AND LIMITED LIABILITIES
16.1 Warranties
You understand that our services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.
We do not guarantee that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) the services will be free of viruses or other harmful materials; or (iv) the results of using the services will meet your expectations. You use the Services solely at your own risk.
16.2 Liability Limits: To the fullest extent permitted by law, neither Primenative, nor our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with your use of the Platform or these Terms of Service.
17 INDEMNIFICATION
You agree to release, defend (at Primenative’s option), indemnify, and hold Primenative and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms of Service or our Privacy Policy, (ii) your improper use of the Primenative Platform or any Primenative Services, (iii) your interaction with any Member- physically or virtually- including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, visits, participation or use, or (iv) your breach of any laws, regulations or third party rights.
18. Notices, Complaints and Contact Persons
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments.
All notifications, complaints and communications shall be in writing and shall be deemed to be properly given if delivered to the following addresses of Primenative International Ltd. The officers hereunder shall also be the designated contact persons for the Parties:
Primenative International Ltd.
Address: 78, Bode Thomas Street, Surulere, Lagos
Attention: Chijioke Ekeigbo
Email: info@primenative.com
Telephone: +234 (0)818 714 1514