Welcome to Banex E-Plaza
These Terms & Conditions (“T & Cs”) apply to the Site, and all of its divisions, subsidiaries, and affiliate operated Internet sites which reference these Terms and Conditions. This website is owned and operated by Guscorp Nigeria limited. For the purposes of this website, “seller”, “we”, “us” and “our” all refer to Banex E Mall.
The Site reserves the right, to change, modify, add, or remove portions of both the Terms and Conditions of Use and the Terms and Conditions of Sale at any time. Changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions regularly for updates. Your continued use of the Site following the posting of changes to these Terms and Conditions constitutes your acceptance of those changes.
Kindly review the Terms and Conditions listed below diligently prior to using this website as your use of the website indicates your agreement to be wholly bound by its Terms and Conditions without modification. You agree that if you are unsure of the meaning of any part of these Terms and Conditions or have any questions regarding the Terms and Conditions, you will not hesitate to contact us for clarification. These Terms and Conditions fully govern the use of this website. No extrinsic evidence, whether oral or written, will be incorporated.
Terms and Conditions of Use
Use of the Site
You confirm that you are at least 18 years of age or are accessing the Site under the supervision of a parent or legal guardian.
Both parties agree that this website may only be used in accordance with these Terms and Conditions of Use. If you do not agree with the Terms and Conditions of Use or do not wish to be bound by them, you agree to refrain from using this website. We grant you a non-transferable, revocable and non-exclusive license to use this Site, in accordance with the Terms and Conditions of Use, for such things as: shopping for personal items sold on the site, gathering prior information regarding our products and services and making purchases. Commercial use or use on behalf of any third party is prohibited, except as explicitly permitted by us in advance.
These Terms and Conditions of Use specifically prohibit actions such as: accessing our servers or internal computer systems, interfering in any way with the functionality of this website, gathering or altering any underlying software code, infringing any intellectual property rights. This list is non-exhaustive and similar actions are also strictly prohibited. Any breach of these Terms and Conditions of Use shall result in the immediate revocation of the license granted in this paragraph without prior notice to you. Should we determine at our sole discretion that you are in breach of any of these conditions, we reserve the right to deny you access to this website and its contents and do so without prejudice to any available remedies at law or otherwise.
Certain services and related features that may be made available on the Site may require registration or subscription. Should you choose to register or subscribe for any such services or related features, you agree to provide accurate and current information about yourself, and to promptly update such information if there are any changes. Every user of the Site is solely responsible for keeping passwords and other account identifiers safe and secure. The account owner is entirely responsible for all activities that occur under such password or account. Furthermore, you must notify us of any unauthorized use of your password or account. The Site shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
During the registration process you agree to receive promotional emails from the Site. You can subsequently opt out of receiving such promotional e-mails by clicking on the link at the bottom of any promotional email.
Anything that you submit to the Site and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, “Submissions”) will become our sole and exclusive property and shall not be returned to you. In addition to the rights applicable to any Submission, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit, in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, remove or edit any Submissions.
Information Available on the Website
You accept that the information contained in this website is provided “as is, where is”, is intended for information purposes only and that it is subject to change without notice. Although we take reasonable steps to ensure the accuracy of information and we believe the information to be reliable when posted, it should not be relied upon and it does not in any way constitute either a representation or a warranty or a guarantee.
Product representations expressed on this Site are those of the vendor and are not made by us. Submissions or opinions expressed on this Site are those of the individual posting such content and may not reflect our opinions.
Accessibility of the Website
Our aim is to ensure accessibility to the website at all times, however we make no representation of that nature and reserves the right to terminate the website at any time and without notice. You accept that service interruption may occur in order to allow for website improvements, scheduled maintenance or may also be due to outside factors beyond our control.
Links and Third Party Websites
We may include links to third party websites at any time. However, the existence of a link to another website should not be consider as an affiliation or a partnership with a third party or viewed as an endorsement of a particular website unless explicitly stated otherwise. In the event the user follows a link to another website, he or she does so at his or her own risk. We accept no responsibility for any content, including, but not limited to, information, products and services, available on third party websites.
Creating a link to this website is strictly forbidden without our prior written consent. Furthermore, we reserve the right to revoke our consent without notice or justification.
Both parties agree that all intellectual property rights and database rights, whether registered or unregistered, in the Site, information content on the Site and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software shall remain at all times vested in us or our licensors. Use of such material will only be permitted as expressly authorized by us or our licensors.
Any unauthorised use of the material and content of this website is strictly prohibited and you agree not to, or facilitate any third party to, copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
Applicable Law and Jurisdiction
These Terms and Conditions of Use shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria. Subject to the Arbitration section below, each party hereby agrees to submit to the jurisdiction of the courts of Nigeria and to waive any objections based upon venue.
Any controversy, claim or dispute arising out of or relating to these Terms and Conditions of Use will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Nigeria in English and governed by Nigeria law pursuant to the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Nigeria and is independent of either party. Notwithstanding the foregoing, the Site reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Terms and Conditions of Use or revoke any or all of your rights granted under the Terms and Conditions of Use. Upon any termination of this Agreement, you shall immediately cease all access to and use of the Site and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Site in whole or in part. Any termination of this agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. You furthermore agree that the Site shall not be liable to you or to any other person as a result of any such suspension or termination.
If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices of Yudala.com in operating the Site, your sole and exclusive remedy is to discontinue using the Site.
If any portion of these terms or conditions is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms and Conditions of Use and shall not affect the validity or enforceability of any other section listed in this document.
You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or sub-contracting any of your rights or obligations under these Terms and Conditions of Use to any third party is prohibited unless agreed upon in writing by the seller.
We reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms and Conditions of Use to any third party.
Terms and Conditions of Sale
You confirm that you are at least 18 years of age or are accessing the Site under the supervision of a parent or legal guardian. You agree that if you are unsure of the meaning of any part of the Terms and Conditions of Sale, you will not hesitate to contact us for clarification prior to making a purchase.
These Terms and Conditions of Sale fully govern the sale of goods and services purchased on this Site. No extrinsic evidence, whether oral or written, will be incorporated.
Formation of Contract
Both parties agree that browsing the website and gathering information regarding the services provided by the seller does not constitute an offer to sell, but merely an invitation to treat. The parties accept that an offer is only made once you have selected the item you intend to purchase, chosen your preferred payment method, proceeded to the checkout and completed the checkout process.
Both parties agree that the acceptance of the offer is not made when the seller contacts you by phone or by email to confirm that the order has been placed online. Your offer is only accepted when we dispatch the product to you and inform you either by email or by phone of the dispatch of your ordered product. Before your order is confirmed, you may be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order.
Please note that there are cases when an order cannot be processed for various reasons. The Site reserves the right to refuse or cancel any order for any reason at any given time.
Acceptance of Electronic Documents
You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Payment and Pricing
We are determined to provide the most accurate pricing information on the Site to our users; however, errors may still occur, such as cases when the price of an item is not displayed correctly on the website. As such, we reserve the right to refuse or cancel any order. In the event that an item is mispriced, we may, at our own discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit/debit card charged. In the event that we are unable to provide the services, we will inform you of this as soon as possible. A full refund will be given where you have already paid for the products.
Banex.com.ng offers an array of payment options, both online and offline and it is important that you select the right payment method for yourself.
- Credit/Debit Card Payment
- E-tranzact or other third party e-payment platforms
- Pay on Delivery
To help ensure a safe transaction, you are advised to only use any of our above payment methods or as may be amended by Banex.com.ng from time to time. Giving cash to the delivery agent.
Use of Voucher Codes
Our Site accepts the use of voucher codes for orders placed online. The marketing voucher codes which are accepted on our Site entitle you at the time of ordering a product to a saving on the order being placed on our Site. Vouchers may also be issued to customers in exchange for advance payments made to us via transfer to our bank accounts for products intended to be purchased on the Site.
Our voucher codes may not be exchanged for cash. With the exception of vouchers issued in accordance with our refunds policy and vouchers issued in exchange for advance payments, we reserve the right to cancel or withdraw our voucher codes at any time.
This Site is only for delivery of products to customers within Nigeria. We make every effort to deliver goods within the estimated timescales set out on our Site; however delays are occasionally inevitable due to unforeseen factors. We shall be under no liability for any delay or failure to deliver the products within the estimated timescales where they did not occur due to our fault or negligence.
You agree not to hold the seller liable for any delay or failure to deliver products or otherwise perform any obligation as specified in these Terms and Conditions of Sale if the same is wholly or partly caused whether directly or indirectly by circumstances beyond our reasonable control.
Our Return Policy is as contained in the document titled “Return Policy” on our Site.
You agree to indemnify us, our affiliates, officers, directors, agents and/or employees, as the case may be, free from any claim or demand, including reasonable legal fees, related to your breach of these Terms and Conditions of Sale.
Applicable Law and Jurisdiction
These Terms and Conditions of Sale shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria. Subject to the Arbitration section below, each party hereby agrees to submit to the jurisdiction of the courts of Nigeria and to waive any objections based upon venue.
Any controversy, claim or dispute arising out of or relating to these Terms and Conditions of Sale will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Nigeria in English and governed by Nigeria law pursuant to the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, as amended, replaced or re-enacted from time to time.
The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Nigeria and is independent of either party. Notwithstanding the foregoing, the Site reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
If any portion of these Terms or Conditions of Sale is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms and Conditions of Sale and shall not affect the validity or enforceability of any other section listed in this document.
You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or sub-contracting any of your rights or obligations under these Terms and Conditions of Sale to any third party is prohibited unless agreed upon in writing by the seller.
We reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms and Conditions of Sale to any third party.
Merchant Service Agreement
In consideration of the mutual covenants set forth in this Agreement, Seller and Banex E Plaza (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:
1. Services Rendered
The Seller agrees to compensate Banex E Plaza for the services rendered listed in section 2 below (“Services”).
2. Delivery of Services
Banex E Plaza will use reasonable diligence in rendering the Services offered to the Seller, which include the following:
– Online storefront tailored to the Seller with payment gateway and escrow service at Banex E Plaza;
– Access to Our Dashboard and other account management systems;
– Access to a dedicated account officer and other account management services;
– Access to logistics partners;
– Provision of analytics;
– Seller Services Helpline Number (Mon – Fri; 08:00 – 18:00)
– E-marketing, and other marketing services as available and appropriate.
Banex E Plaza 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 Seller will be informed before provision of the said services.
Banex E Plaza reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.
The Seller agrees to use reasonable diligence in providing Banex E Plaza with genuine products, up-to-date product quantity information and accurate product information.
For all of the Services provided by Banex E-plaza under this Agreement, the Seller shall compensate Banex E-plaza, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all sellers; or agreed in advance between both parties, or detailed elsewhere on the Banex E-plaza website.
Banex E Plaza will from time to time review the category commission structure and will notify the Seller of any changes by communicating directly to sellers, or publishing the same on the Banex E Plaza portal, or on Banex E Plaza website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. Banex E Plaza will remit payments for sales generated by the Seller on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.
The Seller and Banex E Plaza acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of Banex E Plaza . Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Banex E Plaza 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.
5. Independent Contractor
Banex E Plaza shall be deemed as an independent contractor. Banex E Plaza will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Seller will not withhold or pay any income tax, social security tax, or any other payroll taxes on Banex E Plaza behalf. Banex E Plaza is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller. Banex E Plaza understands that it will not be entitled to any fringe benefits that Seller provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.
6. 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. Banex E Plaza reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Banex E Plaza website.
Seller warrants that everything it gives Banex E Plaza to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller. The Seller agrees to indemnify and hold Banex E Plaza , its employees and associates harmless from any and all claims brought in the performance of the Services.
Seller shall indemnify and hold Banex E Plaza 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 Seller (“Third Party Claim”).
8. Limitation of Liability
- A) Not withstanding applicable returns policy, Merchant further covenants to.
- If the merchant fails to respond after 10 days,Banex E-plaza shall notify merchant by sending reminder emails or smss’ everyday, for an extra 4 days.
- Merchant hereby indemnifies Banex E-plaza against any such claims and holds Banex E-plaza non-liable for the disposal of such returned goods referred to in the clauses above.
B) Merchant agrees to indemnify, defend and hold harmless Banex E Plaza against and from any third party claims (including reasonable legal or arbitration costs) arising from:
- any breach or default on the part of the merchant of any obligations
- negligent act or omission of merchant; or
- wilful violation of the law, wrong description and price of products advertised; or
- an offence committed by merchant,
- provision of fake, inferior or substandard products that have been sold as genuine;
- provision of used, refurbished or damaged products that has been sold as new or unused;
- Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC,SON etc);
- Fails to meet the Quality of Service Standards (QoS) as defined in the SellerHQ ratings system (details on request);
- Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading.
9. Term & Termination
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.
Banex E-plaza has the right to evict the Seller from Banex E-plaza if any, or a combination, of the following breaches are committed:
– Fails to make a product that has been sold on Banex E Plaza available for delivery within three (3) business days after it was supposed to be available for delivery;
– Provides fake, inferior or substandard products that have been sold as genuine;
– Provides used, refurbished or damaged products that has been sold as new or unused;
– Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC etc);
– Fails to meet the Quality Of Service Standards (QoS) as defined in the SellerHQ ratings system (details on request);
– Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;
– Engages in any activity that brings Banex E Plaza , or any of Banex E Plaza partners or other mall vendors into disrepute.
Banex E Plaza reserves the right to alter these QOS rules at any time, and in the event of any changes Banex E-plaza will inform the Seller by publishing the same on Banex E Plaza website. Banex E Plaza will send a formal warning to the Seller after each incident.
10. Policy on Counterfeit, Refurbished and Unauthorized Products on Banex E-plaza Mall
Banex E Plaza is committed to delivering high quality products and service to customers at all times, and we strive to ensure that all products sold by merchants via the Banex E Plaza are held to the same high standards. Banex E Plaza has zero tolerance for counterfeit products, and does not allow the sale of unoriginal, fake/replica, refurbished or otherwise unauthorized items. It is the responsibility of each merchant to source and sell only authentic items. If a merchant is determined by Banex E-plaza to have sold inauthentic or otherwise unauthorized goods, Banex E Plaza may suspend or terminate the merchant’s ability to sell on Banex E-plaza immediately and without warning, and current and future payments held by Banex E Plaza on the merchant’s behalf may be forfeited and withheld in accordance with Banex E Plaza Authentic Items Policy.
Sellers shall be responsible for insurance in relation to goods shipped to customers.
12. Copyright and Infringement Trademark
Banex E Plaza respects all copyright and trademarks of others. As a Seller on our website you must in turn respect these rights. Banex E Plaza will immediately terminate or suspend a seller who infringes another’s trademark or copyright.
13. Independent Contractors
The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.
14. Restrictions and Prohibitions
– All product descriptions must be true, accurate and non-misleading.
– Products sold by Sellers must not be fraudulently obtained or involve the sale of counterfeit or stolen items.
– Sellers must not infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Banex E Plaza will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of sellers who may be infringers.
– Sellers 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).
– 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.
– No display of images containing pornography is permitted.
– You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;
– Sellers must not incur liability for Banex E Plaza and its subcontractors or expose them to undue risk or otherwise engage in activities that Banex E Plaza , in its sole discretion, determines to be harmful to Banex E Plaza affiliates, operations, reputation, or goodwill.
– Sellers must not post or display any materials that exploits or otherwise exploits children under age of 18 years.
– Sellers must not conduct activities such as gambling, sweepstakes, raffles and lotteries.
All Merchants who intend to sell groceries (e.g Fresh, Frozen, Perishables and Non-perishables products) on the platform shall:
– Provide Banex E Plaza and customers with only fresh and unexpired products in required quantities with accurate product information.
– Ensure that all products offered for sale on the Banex E-plaza Platform are all certified by the required agencies. (NAFDAC etc.)
– Ensure the products are fresh and edible.
– Ensure all Frozen Foods have a best by date.
– Ensure that he/she does not sell rotten or expired products as Fresh.
– Ensure the products are not Rodent or insect infested produce.
– Ensure that products have at least 6months “before expiration” dates.
15. Force Majeure
The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if 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 however 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.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement ,shall be settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;
Where the Parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a Party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Lagos State Multi Door Court House (LMDC), Igbosere Lagos under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.
17. Banex E Plaza Right to Sue
All merchants hereby agree and accept that Banex E Plaza has the right to sue any merchant who has contravened or contravenes any of the laws here in , or promulgated by the Federal Republic of Nigeria(i.e. Standard Organisation of Nigeria(SON), National Agency for Food and Drug Administration Control (NAFDAC)) or any of the laws of Nigeria which deems the act of the merchant criminal and intolerable.