1. CeLD Innovations Limited (“CeLD ) is Africas first
Universal Gamification of Expenditure Company; whose
principal product is the CashToken. CeLD is also in the
business of Merchant aggregation and e-commerce via its
platform and affiliate platforms. CeLD also operates
CashToken marketplace, a platform that allows
merchants to sell their products to the public over the
Internet. This platform is currently provided on the
website
shop.cashtokenreward.com
but may be provided on different websites, marketplaces,
or applications in the future.
2. The merchant will have the opportunity to sell their
products on the CashToken platform. The platform is
entitled to accept purchase orders on behalf of the
seller. By agreeing to these Terms of Service, the
merchant authorizes the platform to accept binding orders
from customers on their behalf.
3. CeLD may carry out changes to the website or service,
or suspend the service, without notice.
4. The merchant agrees to provide a discount on all
packages uploaded on CashToken marketplace. The
discount will be used to reward customers of the merchant.
CeLD Rights and Obligations
1. The merchant acknowledges that the relationship between
customers and CashToken marketplace is governed by
the general terms and conditions which are available on
the website.
2. The CashToken marketplace will present on the
website the products listed by the seller. The merchant
will be responsible for listing their own products.
3. The CashToken Marketplace is authorized to accept
binding sales on behalf of the merchant and will be
careful to pass order data on to the merchant as well as
technology allows.
4. To maintain its reputation for quality and high
standard of service, CashToken reserves the right to
terminate the relationship with the merchant if the
merchant repeatedly receives bad reviews or complaints or
fails to comply with its recommendations.
Merchants Rights and Obligations
A. The merchant is obliged to provide all the information
necessary when listing a product on CashToken
marketplace. This should include but is not limited to, a
detailed title and subtitle, price, quantity, picture, and
description. The merchant must never knowingly deceive a
potential customer by misrepresenting their product(s). B.
The merchant guarantees that the information on
CashToken marketplace relating to his products
satisfies all legal requirements, and satisfies
information requirements for consumer protection. C. The
merchant will be responsible for keeping an up-to-date
inventory of all their products listed on CashToken
marketplace. D. The merchant guarantees that the
information provided by him does not violate any third
partys copyright. E. The merchant will contact the
customers no more than is necessary for processing the
transactions referred to by CashToken marketplace. In
particular, the merchant will not send any advertising
email or other commercial advertisements to the customer
without prior agreement from CeLD Innovations Limited or
the expressed wish of the customer. When delivering
products sold via CashToken marketplace, the merchant
will not advertise any of CashToken marketplace
competitors. F. Where delivery is offered by the merchant,
the merchant will process orders and arrange delivery with
all reasonable care the moment receipt of confirmation of
sale is received through the CashToken marketplace
site via email and / or text message. The delivery options
and time indicated on their listing is binding. The
merchant is required to keep his advertised products and
services available to the best of his ability as repeated
stock- outs may result in the removal of the merchant and
all their products from the CashToken Marketplace
platform. G. If the merchant cannot fulfill an order
submitted to him, he must notify CeLD Innovations Limited
within 30 minutes of receiving the order. H. The merchant
agrees to adhere to his range of products and prices as
provided to the CashToken Marketplace platform and as
described on their listing on the website. The merchant
guarantees that there are no ongoing criminal, bankruptcy,
tax proceedings, or other penalties outstanding about the
products they are selling through the platform. The
merchant further guarantees to take great care to keep up
to date with his range of products, stock count, prices,
and associated terms and conditions.
Account Activation
1. The person signing up for the service by opening an
account will be the contracting party for our Terms of
Service and will be the person who is authorized to use
any corresponding account we may provide to the Merchant
in connection with the Service. You are responsible for
ensuring that the name of the Merchant (including the
legal name of the company that owns the Store, if
applicable) is rightly associated with the store. 2. If
you are signing up on the CashToken Marketplace
platform on behalf of your employer, your employer shall
be the Merchant. If you are signing up on the
CashToken marketplace platform on behalf of your
employer, then you must use your employer-issued email
address and you represent and warrant that you have the
authority to bind your employer to our Terms of Service.
3. Your CashToken Store can only be associated with
one Merchant. A Merchant may have multiple CashToken
marketplace Stores. “Store” means the online retail
location(s) associated with the Account.
Staff Accounts
1. You may create one or more staff accounts (“Staff
Accounts), allowing other people to access the account.
With Staff Accounts, the Merchant can set permissions and
let other people work in their Account while determining
the level of access by Staff Accounts to specific business
information (for example, you can limit Staff Account
access to sales information on the Reports page or prevent
Staff Accounts from changing general store settings). 2.
The Merchant is responsible and liable for the acts,
omissions, and defaults arising from use of Staff Accounts
in the performance of obligations under these Terms of
Service as if they were the Merchants own acts,
omissions, or defaults. 3. The Merchant and the users
under Staff Accounts are eachcreferred to as a
“CashToken User”.
Settlement
1. Merchants will be required to provide their account
information for settlement for services provided. 2.
Merchants will be settled for transactions based on a T+2
timeline; this represents that payment will be made within
48 hours. The settlement timeline may be reviewed by CeLD
Innovations Limited from time to time and any intended
change would be communicated to you in advance. 3. CeLD
Innovations Limited will notify you if a payment will be
delayed and keep you informed till the payment is made. 4.
CeLD Innovations Limited reserves the right to withhold
payment in the event of suspected fraudulent activity
until it is proven that the merchant is non complicit.
Privacy & Confidentiality
1. “Confidential Information” shall include, but shall not
be limited to, any information associated with a partys
business and not publicly known, including specific
business information, technical processes and formulas,
software, customer lists, prospective customer lists,
names, addresses and other information regarding customers
and prospective customers, product designs, sales, costs
(including any relevant processing fees), price lists, and
other unpublished financial information, business plans
and marketing data, and any other confidential and
proprietary information, whether or not marked as
confidential or proprietary. CashToken Reward Africas
Confidential Information includes all information that you
receive relating to us, or the Services, that is not known
to the public including information related to our
security program and practices. 2. Each party agrees to
use the other partys Confidential Information solely as
necessary for performing its obligations under these Terms
of Service and by any other obligations in these Terms of
Service including this clause. Each party agrees that it
shall take all reasonable steps, at least substantially
equivalent to the steps it takes to protect its
proprietary information, to prevent the duplication,
disclosure, or use of any such Confidential Information,
other than: 1. By or to its employees, agents, and
subcontractors who must have access to such Confidential
Information to perform such partys obligations hereunder,
who each shall treat such Confidential Information as
provided herein, and who are each subject to obligations
of confidentiality to such party that are at least as
stringent as those contained herein; or 2. as required by
any law, regulation, or order of any court of proper
jurisdiction over the parties and the subject matter
contained in these Terms of Service, provided that, if
legally permitted, the receiving party shall give the
disclosing party prompt written notice and use
commercially reasonable efforts to ensure that such
disclosure is accorded confidential treatment. 3.
Confidential Information shall not include any information
that the receiving party can prove: a. was already in the
public domain or was already known by or in the possession
of the receiving party, at the time of disclosure of such
information. b. is independently developed by the
receiving party without use of or reference to the other
partys Confidential Information, and without breaching
any provisions of these Terms of Service; or c. is
thereafter rightly obtained by the receiving party from a
source other than the disclosing party without breaching
any provision of these Terms of Service. d. Both parties
agree to use the Confidential Information of the other
only to perform the obligations in these Terms of Service.
Confidential Information must be protected and respected.
Rights
1. CeLD Innovations Limited reserves the right to provide
its services to its competitors and makes no promise of
exclusivity in any market segment. 2. In the event of a
dispute regarding account ownership, we reserve the right
to request documentation to determine or confirm account
ownership. Documentation may include, but is not limited
to, a scanned copy of your business license,
government-issued photo ID, the last four digits of the
credit card on file, your status as an employee of an
entity, etc. 3. CeLD Innovations Limited retains the right
to determine, the rightful account ownership and transfer
an account to the rightful Merchant. If we are unable to
reasonably determine the rightful Merchant, without
prejudice to our other rights and remedies, CeLD
Innovations Limited reserves the right to temporarily
disable an account until a resolution has been determined
between the disputing parties.
Liability
1. The merchant indemnifies CeLD Innovations Limited from
all claims arising about matters outside the control of
the Naija CashToken marketplace, including but not limited
to the quality of goods and services provided by the
seller. The merchant further indemnifies CeLD Innovations
2. Limited from third parties claims resulting from any
violation of laws and regulations by the seller. You
expressly understand and agree that, to the extent
permitted by applicable laws, CeLD Innovations Limited
shall not be liable for any direct, indirect, incidental,
special, consequential, or exemplary damages, including
but not limited to, damages for loss of profits, goodwill,
use, data, or other intangible losses resulting from the
use of or inability to use the Service. 3. To the extent
permitted by applicable laws, in no event shall CeLD
Innovations Limited or our suppliers be liable for lost
profits or any special, incidental, or consequential
damages arising out of or in connection with our site, our
Services or these Terms of Service. You agree to indemnify
and hold CeLD Innovations Limited and its subsidiaries,
affiliates, officers, directors, agents, employees, and
suppliers harmless from any claim or demand, including
reasonable attorneys fees, made by any third party due to
or arising out of your breach of these Terms of Service or
the documents it incorporates by reference, or your
violation of any law or the rights of a third party. 4.
Your use of the Services is at your sole risk. The
Services are provided on an “as is” and “as available”
basis without any warranty or condition, express, implied,
or statutory. 5. CeLD Innovations Limited does not
guarantee that the Services will be uninterrupted, timely,
secure, or error-free. 6. CeLD Innovation Limited is not
responsible for any of your tax obligations or liabilities
related to the use of the CashToken Marketplace.
General
1. If a single clause in this agreement is invalid, the
invalidity will not affect the validity of the remaining
both parties will endeavour to replace the invalid clause
by a valid one that reproduces as closely as possible the
intended economic meaning of the invalid clause. The
validity of the rest of the agreement remains unaffected.
This applies if the agreement is found to be incomplete.
2. CeLD Innovations Limited reserves the right to modify
his General Terms and Conditions with adequate notice to
the merchant via email. The notice will contain advice on
the right and period of objection to the changes, and on
the consequences of leaving unexercised the right to
object. 3. The changed terms and conditions are considered
agreed by the merchant if he does not object to them in
writing within 2 weeks of receiving notice of the changes.
4. Any terms and conditions of the merchant are not part
of this agreement unless CeLD Innovations Limited
expressly agrees to adhere to them in writing.
Terms and Termination
1. This agreement is valid as soon as the merchant signs
the contract, or fulfills an order referred by
CashToken marketplace, and remains valid indefinitely,
until termination by either party. This agreement will be
terminated at any time, with a notice period of thirty
(30) days, in writing, by email, post, or fax. The
revenues generated during this notice period are still
subject to the partnership agreement. The right to
immediate termination by CeLD Innovations Limited for an
important cause remains unaffected. 2. The right to
immediate termination in particular covers the case where
the merchant repeatedly receives negative ratings and
reviews on the website. Where the merchant repeatedly
provides misleading information or withholds information
required by CeLD Innovations Limited, CeLD Innovations
Limited can terminate this agreement
