General Terms and Conditions of Use of the Tunisia Market Marketplace

 

 

1.    Introduction

1.1. Terminal 22 (“Tunisia Market” or “we”, “us” or “our”))  operates an e-commerce platform consisting of a website and a mobile application (hereinafter referred to as the “Marketplace“), as well as an infrastructure of logistics and payment services, for the sale and purchase of various consumer products in Tunisia  (“Territory“) .

1.2. These Terms and Conditions apply to buyers and sellers on the Marketplace and govern their use of the Marketplace and all related services.

1.3. By using our Marketplace, you agree to these terms and conditions in their entirety. If you do not agree with these terms and conditions or any part of these terms and conditions, in this case, you must not use our Marketplace.

1.4. If you use our Marketplace as part of a business or other commercial project, you:

1.4.1. Confirm that you have obtained the necessary authorisation to accept these terms and conditions;

1.4.2. You and the person, company or other legal entity operating such business or business project undertake to comply with these terms and conditions; and

1.4.3. Agree that the term “you” used in these Terms and Conditions refers to both the individual user and the relevant person, company or legal entity, unless the context indicates otherwise.

 

2.    Registration and account

2.1. You may not register on our Marketplace if you are under the age of 18 (by using our Marketplace or by accepting these terms and conditions, you warrant and represent to us that you are at least 18 years old).

2.2. You can register for an account on our Marketplace by completing and submitting the registration form available on our Marketplace.

2.3. You represent and warrant that all information provided in the registration form is complete and accurate.

2.4. If you register for the creation of an account on our Marketplace, you will be asked to provide an email address/ID (username) and password, and you agree to:

2.4.1. Keep your password confidential;

2.4.2. Notify us immediately in writing (using our contact details provided in section 23 below), if you become aware of any disclosure of your password; and

2.4.3. Be responsible for any activity on our Marketplace resulting from a breach of the confidentiality of your password, and that you may be held liable for any loss resulting from such breach.

2.5. Your account must be used exclusively by you and you must not transfer your account to a third party under any circumstances. If you authorize a third party to manage your account on your behalf, this will be at your own risk.

2.6. We may suspend or cancel your account, and/or change your account details, at any time, in our sole discretion and without notice or explanation, provided that if we cancel products or services that you have already paid for but have not yet received, and that provided that you have not breached these terms and conditions,  we are committed to reimbursing you for the amount you paid.

2.7. You may, at any time, unsubscribe and delete your account on our Marketplace, by contacting us at the contact details set out in section 23 below.

3.    General Terms and Conditions of Sale

3.1. You acknowledge and agree that:

3.1.1. Our Marketplace offers an online meeting place and transaction facilitation for sellers to list and sell their products on our Marketplace, and for buyers to purchase the products offered by sellers;

3.1.2. We accept and make sure to facilitate transactions and the finalization of sales on our Marketplace, on behalf of sellers, however, Tunisia Market is not a party to the transaction between seller and buyer. Consequently, a sales contract is formed only between the buyer and the seller and Tunisia Market assumes no liability arising from this sales contract; and

3.1.3. A contract for the sale and purchase of one or more products will enter into force between the buyer and the seller, and accordingly you agree to buy or sell the product(s) concerned, upon confirmation of purchase by the buyer via our Marketplace.

3.2. Subject to these general terms and conditions, the seller’s commercial conditions govern the contract of sale and purchase between the buyer and the seller. Notwithstanding the foregoing, the following provisions shall be incorporated into the contract of sale and purchase between buyer and seller:

3.2.1. The price of any product will be that indicated in the list and description of the product concerned;

3.2.2. The price of any product must include all taxes and comply with the applicable laws in force in the Territory;

3.2.3. Delivery costs, packaging costs, handling costs, administrative costs, insurance costs, other costs and ancillary charges will only be borne by the buyer if this is expressly and clearly indicated in the list and description of the products concerned;

3.2.4. The products concerned must be of good quality, suitable and safe for any use specified in the product description and conform to all material aspects, as well as any other description of the products provided or made available to the buyer by the seller; and

3.2.5. The Seller warrants that it holds title to property and is the sole legal owner and beneficiary of the Products it sells and such Products are not subject to any rights of third parties or restrictions or prohibitions, including with respect to intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings.

4.    Returns and refunds

4.1. Returns of products by buyers and acceptance of returned products by sellers will be handled by us in accordance with the terms set out in the “Returns Page” available on our Marketplace, which may be amended from time to time. Acceptance of returns will be at our discretion, subject to compliance with applicable laws in the Territory.

4.2. Refunds for returned products will be managed in accordance with the terms set out in the “Refunds Page” available on our Marketplace, which may be amended from time to time. Our refund rules will be exercised at our discretion, subject to compliance with applicable laws in the Territory. We may offer refunds, at our discretion:

4.2.1. With regard to the price of the product concerned by the refund;

4.2.2. Local and/or international shipping costs (as indicated on the refunds page on our Marketplace); and

4.2.3. By means of in-store credits, wallet refunds, vouchers, mobile money transfer, bank transfers or any other means we may determine from time to time.

4.3. Returned products will be accepted and refunds will be made by Tunisia Market, for and on behalf of the seller.

4.4. Changes to our “Returns Page” or the “Refunds Page” available on our Marketplace will be effective and will apply to all purchases made from the date of posting of such change on our website.

5.    Payments

5.1. You must make payments due under these terms and conditions in accordance with the Payment Information and Guidelines available on our Marketplace.

6.    Rules about your content

6.1. In these terms and conditions, “your content” means:

6.1.1. All materials, works and materials (including, without limitation, text, graphics, images, audio material, video material, audiovisual material, scripts, software and files) that you submit to us or our Marketplace for storage or publication, processing or further transmission; and

6.1.2. All communications on our Marketplace, including product reviews, remarks and comments.

6.2. Your Content and our use of your Content, in accordance with these Terms and Conditions, must be accurate, complete and authentic.

6.3. Your content must be appropriate, civil and tasteful, and comply with generally accepted standards of ethics and behavior on the Internet, and must not:

6.3.1. Be offensive, obscene, indecent, pornographic, suggestive or sexually explicit;

6.3.2. Portray violence explicitly, graphically or gratuitously; or

6.3.3. Be blasphemous, in violation of legislation on racial or religious hatred or discrimination;

6.3.4. Be misleading, fraudulent, threatening, abusive, harassing, antisocial, hateful, discriminatory or inflammatory;

6.3.5. Cause discomfort, inconvenience or unnecessary anxiety to anyone; or

6.3.6. Constitutes spam.

6.4. Your content must not be illegal or unlawful, infringe the legal rights of any person or be likely to give rise to legal proceedings against any person (in each case in any jurisdiction and under any applicable law). Your content must not violate or violate:

6.4.1. Any copyright, moral right, database right, trademark right, design right, substitution right or any other intellectual property right;

6.4.2. Any right of confidentiality, right to privacy or right under data protection legislation;

6.4.3. Any contractual obligation owed to any person; or

6.4.4. Any court order and judicial decision.

6.5. You must not use our Marketplace to link to a website or webpage consisting of or containing any element or content that, if displayed on our Marketplace, would violate the provisions of these terms and conditions.

6.6. You must not submit to our Marketplace any material or content that is or has already been the subject of threats or actual legal proceedings or any other similar complaint.

6.7. The function that allows users on our Marketplace to give their opinion and comments can be used to facilitate buyers’ ratings on products. You must not use this feature or any other form of communication to provide inaccurate, inauthentic or false reviews and/or opinions.

6.8. You must not interfere with any transaction by: (i) contacting another user to buy or sell an item listed on our Marketplace outside of our Marketplace; or (ii) communicating with a user involved in an active or completed transaction to warn them to avoid a particular buyer, seller or item; or (iii) contacting another user with the intention of collecting payments.

6.9. You acknowledge that all users of our Marketplace are solely responsible for interactions with other users and you should exercise caution and good judgment in your communication with users. You must not send them any personal information, including your credit card details and any means of payment.

6.10. We may periodically review your content and we reserve the right to remove any content at our discretion for any reason.

6.11. If you become aware of any illegal and unlawful material, content or activity on our Marketplace, or any material, content or activity that violates these terms and conditions, you may notify us by contacting us at the contact details set out in section 23 below.

7.    Our rights to use your content

7.1. You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to the rights to use, reproduce, store, adapt, publish, translate and distribute your content on our marketing and marketing channels and any other existing or future media.

7.2. You grant us the right to sublicense the rights granted under Article 7.1.

7.3. You grant us the right to bring an action for infringement of the rights granted under Article 7.1.

7.4. You hereby waive all of your moral rights in your Content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your Content have been waived to the maximum extent permitted by applicable law.

7.5. Without prejudice to our other rights under these terms and conditions, if you breach our content policies in any way, or if we reasonably suspect that you have breached our content policies, we may remove, unpublish or edit all or part of your content.

8.    Use of the Website and Mobile Applications

8.1. In this Section 8, the words “Marketplace” and “Website” shall be used interchangeably to refer to Tunisia Market’s websites and mobile applications.

8.2. You may:

8.2.1. Display the pages of our website in a web browser;

8.2.2. Download pages from our website for caching in a web browser;

8.2.3. Print pages of our website for your personal, non-commercial use, provided that such printing is not systematic or excessive;

8.2.4. Stream audio and video files from our website using our website’s media player; and

8.2.5. Use our Marketplace services by means of a web browser, subject to compliance with the other provisions of these terms and conditions.

8.3. Except as expressly permitted by Section 8.2 or other provisions of these Terms and Conditions, you must not download any material from our website or save any such material to your computer.

8.4. You may only use our website for personal and professional purposes to sell or buy products on our Marketplace.

8.5. Except as expressly permitted by these terms and conditions, you must not edit or modify, in any way, any element or content on our website.

8.6. Unless you own or control real and relevant rights in the material or content in question, you must not:

8.6.1. Republish the content or material of our website (including republication on another website);

8.6.2. Sell, rent or sublicense content or material from our website;

8.6.3. Show any material or content on our website in public;

8.6.4. Exploit the material or content on our website for commercial purposes; or

8.6.5. Redistribute material or content from our website.

8.7. Notwithstanding section 8.6, you may transmit links to products on our website and redistribute our newsletter and promotional material in printed and electronic form to any person.

8.8. We reserve the right to suspend or restrict access to our website, certain parts of our website and/or the functionality of 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 attempt to circumvent, any measure restricting access to the Website.

8.9. You must not:

8.9.1. Use our Website in any way or take any action that causes or may cause damage to the Website or alteration of the performance, availability, accessibility, integrity or security of the Website;

8.9.2. Use our website in an unethical, illegal, unlawful, fraudulent or harmful manner, or in connection with any purpose or activity that is unlawful, unlawful, fraudulent or harmful;

8.9.3. Hack or otherwise alter our website;

8.9.4. Probe, scan or test the vulnerability of our website without our permission;

8.9.5. Bypass any authentication or security system or process on or in connection with our website;

8.9.6. Use our website to copy, store, host, transmit, send, use, publish or distribute any material or content consisting of (or related to) any spyware, computer virus, Trojan horse, worm, keylogger, rootkit or any other malicious computer software;

8.9.7. Impose an unreasonably high load on our website resources (including bandwidth, storage capacity and processing capacity);

8.9.8. Decrypt or decrypt any communication sent by or to our website without our permission;

8.9.9. Conduct systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data collection) on or in connection with our website without our express written consent;

8.9.10. Access or otherwise interact with our website using any robot, spider or other automated means, except for search engine indexing purposes;

8.9.11. Use our website except through our public interfaces;

8.9.12. Violate the guidelines set out in the robots.txt file of our website;

8.9.13. Use the data collected on our website for any direct marketing activity (including, without limitation, email marketing, SMS marketing, telemarketing and direct mail); or

8.9.14. Do anything that interferes with the normal use of our website.

9.    Intellectual Property (Copyright) and Trademarks

9.1. Subject to the express provisions of these general terms and conditions:

9.1.1. We, together with our licensors, own and control all copyright and other intellectual property rights in our Website and in the material and any content on our Website; and

9.1.2. All copyright and other intellectual property rights in our website as well as the material and content on our website are reserved.

9.2. The Tunisia Market logos and our other registered and unregistered trademarks are trademarks that belong to us; we do not grant any permission for the use of these trademarks, and such use may constitute a violation of our rights.

9.3. Trademarks or service marks registered and not registered by third parties on our website are the property of their respective owners and we do not endorse or are affiliated with any of the holders of such rights and, as such, we cannot grant any license to exercise such rights.

10. Data protection

10.1. Buyers agree to the processing of their personal data in accordance with the conditions of the Privacy and Data Protection Policy, and the Tunisia Market cookie notice, accessible on our Marketplace.

10.2. Tunisia Market will process all personal data obtained through the Marketplace and related services in accordance with the terms of our Privacy and Data Protection Policy and cookie notice.

10.3. Sellers are directly liable to buyers for any misuse of their personal data and Tunisia Market assumes no liability to buyers with respect to any misuse of their personal data by sellers.

11. Reasonable control and audit rights

11.1. We have an anti-money laundering compliance program in place and reserve the right to conduct due diligence checks on all users of our Marketplace.

11.2. You agree to provide us with all information, documents and access to your business premises that we may need:

11.2.1. To verify your membership and performance of your obligations under this Agreement;

11.2.2. For the purposes of disclosure, pursuant to a valid order of a court or other government agency; or

11.2.3. To the extent required by applicable law or regulation.

12. Tunisia Market’s role as a Marketplace

12.1. You acknowledge that:

12.1.1. We do not confirm the identity of all users of our Marketplace, we do not verify their creditworthiness or good faith, and in any case we do not control them;

12.1.2. We do not verify, audit or control all information contained in the listings and descriptions of products sold on our Marketplace;

12.1.3. We are not parties to any contract for the sale or purchase of products listed on the Marketplace, as our role is to facilitate transactions between buyers and sellers. Therefore, we do not assume any liability arising from such a sales contract and we are neither the agent nor the agent of the sellers and the latter are responsible for the sales of the products and claims or any other problem arising out of or related to the sales contract between them and the buyers;

12.1.4. We are not involved in any transaction between a buyer and a seller in any way, except that we facilitate transactions on the Marketplace for buyers and sellers and process payments and where applicable delivery on behalf of sellers;

12.1.5. We are not the agents or agents of buyers or sellers, and accordingly, we will not be liable to anyone in respect of the offer to sell, sell or purchase any product advertised and listed on our Marketplace; in addition, we are not responsible for the performance of contractual obligations arising from a contract to sell or purchase any product and we will have no obligation to mediate between parties to such a contract.

12.2. We do not warrant or represent:

12.2.1. The completeness or accuracy of the information published on our Marketplace;

12.2.2. That any information, material or content published on our Marketplace is up to date;

12.2.3. That our Marketplace will operate without fault or error at all times; or

12.2.4. That our Marketplace or any service on our Marketplace will remain available at all times.

12.3. We reserve the right to discontinue, discontinue or modify all or part of our services available on our Marketplace, and to stop posting on 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 in the event of interruption, discontinuity,  changes to or alterations to the services on the Marketplace, or if we cease to publish the Marketplace.

12.4. We do not guarantee any commercial results regarding the use of our Marketplace.

12.5. To the maximum extent permitted by applicable law and subject to section 13.1 below, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our Marketplace and the use of our Marketplace.

13. Limitations and Exclusions of Liability

13.1. Nothing in these terms and conditions will come:

13.1.1. Limit any liability in a manner not permitted by applicable law; or

13.1.2. Exclude any liability or legal right that cannot be excluded under applicable law.

13.2. The limitations and exclusions of liability set out in this Section 13 and elsewhere in these Terms and Conditions:

13.2.1. Are subject to the provisions of section 13.1; and

13.2.2. Govern all liabilities arising out of these terms and conditions or related to the subject matter of these terms and conditions, including contractual liabilities, tort (including negligence) and for breach of a legal obligation, except to the extent expressly provided otherwise in these terms and conditions.

13.3. With respect to the services offered to you free of charge, we will not be liable to you for any loss or damage of any kind.

13.4. Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the total amount paid and payable to us under such contract. Each separate transaction on our Marketplace constitutes a separate agreement for the purposes of this Section 13.4.

13.5. Notwithstanding section 13.4 above, we will not be liable to you for any loss or damage of any kind, including in relation to:

13.5.1. Any loss caused by an interruption or malfunction of the Website;

13.5.2. Any loss arising from one or more events beyond our reasonable control;

13.5.3. Any loss of business, including (without limitation) loss of profits or damage to profits, revenues, revenues from use, production, anticipated savings, business , contracts, business opportunities or goodwill;

13.5.4. Any loss or corruption of any data, database or software; or

13.5.5. Any special, indirect or consequential loss or damage.

13.6. We agree 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 not to bring a personal claim against our officers or employees for any loss you suffer in connection with the use of our Marketplace or these terms and conditions (this will not limit or exclude the entity’s liability to  limited liability itself for the acts and omissions of our officers and employees).

13.7. Our Marketplace includes hypertext links to other websites owned and operated by third parties; these hyperlinks are not recommendations. We have no control over the third-party websites and their content, and we disclaim all liability to them or for any loss or damage that may result from their use.

14. Compensation

14.1. You hereby indemnify and hold us harmless against:

14.1.1. All losses, damages, costs, liabilities and expenses (including, without limitation, legal fees and all amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and resulting directly or indirectly from your use of our Marketplace or any breach by you of any provision of these Terms and Conditions or the Codes,  Tunisia Market policies or guidelines; and

14.1.2. Any VAT or other tax liability that we may incur in connection with any sale, supply or purchase made through our Marketplace, where such liability arises from your failure to pay, hold, report or register for the payment of any VAT or other tax duly due in any jurisdiction.

15. Violation of these terms and conditions

15.1. If we allow the creation and registration of an account on our Marketplace, it will remain open indefinitely, subject to these terms and conditions.

15.2. If you breach these terms and conditions or if we reasonably suspect that you have breached these terms and conditions or any tunisia Market code, policy or guideline in any way, we reserve the right to:

15.2.1. Temporarily suspend your access to our Marketplace;

15.2.2. Permanently deny you access to our Marketplace;

15.2.3. Prevent computers using your IP address from accessing our Marketplace;

15.2.4. Contact one or all of your internet service providers and ask them to block your access to our Marketplace;

15.2.5. Suspend or delete your account on our Marketplace; and/or

15.2.6. Take legal action against you, whether for breach of contract or otherwise.

15.3. When we suspend, prohibit or block your access to our Marketplace or any part of our Marketplace:

15.3.1. You must not take any action to circumvent any such suspension, prohibition or blocking (including, without limitation, the creation and/or use of a different account).

16. Entire Agreement

16.1. These terms and conditions, and the Codes, Policies and Guidelines of Tunisia Market available on our Marketplace (and with respect to Sellers: the Terms and Conditions applicable to the Seller) constitute the entire agreement between you and us with respect to your use of our Marketplace and supersede all prior agreements between you and us with respect to your use of our Marketplace.

17. Hierarchy

17.1. In the event of any conflict between these general conditions, the seller’s general conditions and the codes, policies and guidelines of Tunisia Market, these general conditions, the general conditions of the seller and the codes, policies and guidelines of Tunisia Market shall prevail in the order indicated here.

18. Modification

18.1. We may revise these Terms and Conditions, the Seller’s Terms and Conditions and Tunisia Market’s codes, policies and guidelines from time to time.

18.2. The revised terms and conditions apply from the date of their publication on our Marketplace.

19. Divisibility

19.1. If any provision of these Terms and Conditions is held by a court or other competent authority to be unlawful and/or unenforceable, the remaining provisions shall remain in full force and effect.

19.2. If an unlawful and/or unenforceable provision of these Terms and Conditions becomes legal or enforceable if any part of it is deleted, that part shall be deemed to be deleted, and the rest of the provision shall continue to have effect.

20. Cession

20.1. You hereby agree that we may assign, transfer, subcontract or otherwise process our rights and/or obligations under these terms and conditions.

20.2. You may not, without our prior written consent, assign, transfer, subcontract or otherwise process your rights and/or obligations under these terms and conditions.

21. Rights of third parties

21.1. A contract concluded under these terms and conditions is to our advantage and to your advantage, and is not intended to benefit a third party or to be enforceable by a third party.

21.2. The exercise of the rights of the parties within the framework of a contract concluded under these general conditions is not subject to the consent of any third party.

22. Applicable law and jurisdiction

22.1. These terms and conditions shall be governed by and construed in accordance with the law of the Territory.

22.2. Any dispute relating to these general terms and conditions is subject to the exclusive jurisdiction of the competent courts of the Territory.