General Terms for Merchants

These General Terms set forth the main terms and conditions applying to and governing the agreement between you (hereinafter referred to as & you & or & “Merchant”) and Pikmi regarding usage of the Pikmi Merchant’s App for the purpose of providing E-commerce Services.

In order to provide E-commerce Services via using the Pikmi App you must agree to the terms and conditions that are set forth below.

1. DEFINITIONS

1.1. Pikmi (also referred to as “we”, “our” or “us”) – a private limited company incorporated and registered under the laws of the Federal Republic of Nigeria with registration code 1547778, registered office Plot 12A Umuguma Housing Estate Owerri, Imo State, Federal Republic of Nigeria.

1.2. Affiliate – means an entity that is directly or indirectly under the control of Pikmi and who provides certain Pikmi Services in a local state, city or country. Overview of Overview regarding which Affiliate provides Pikmi Services in which specific state or city and their contact details can be accessed at https://pikmi.takooka.org/cities/.

1.3. Pikmi Services – services that Pikmi and/or its Affiliates provide you, including provision and maintenance of the Pikmi App and the Pikmi platform, client support, mediation of the payments and communication between you and the Customer or other similar support services as described in these General Terms or the Agreement.

1.4. Pikmi App –In the meaning of these General Terms, Pikmi App refers to the Pikmi Merchants App, which Merchants use to receive and accept requests and manage E-commerce Services.

1.5. Customer – a person requesting E-commerce Services by using the Pikmi mobile application.

1.6. Merchant or you – the person providing E-commerce Services via the Pikmi App. Please note that you may register the account either as a legal or a natural person.

1.7. General Terms – the terms and conditions provided in this document.

1.8. Agreement – any agreement between you and Pikmi regarding the use of the Pikmi App. The Agreement consists of these General Terms, Privacy Policy, Merchants Guide and other additional terms and conditions or documents referred to herein or agreed in the future between you and Pikmi.

1.9. License – Your right to use the Pikmi App and other access platforms provided by Pikmi (website) in accordance with the Agreement.

1.10. Website – Pikmi’s website located at (www.pikmi.net) and any of its subpages.

1.11. Fare – the fee a Customer is obliged to pay you for provision of the E-commerce Services.

1.12. Pikmi Fee – the fee you are obliged to pay to Pikmi for the right to use the Pikmi App. Pikmi Fee consists of a fee per each Customer order you have completed.

1.13. In-app Payment – a payment made by the Customer via the Pikmi App for the E-commerce Services. The In-app Payment may be made by using bank/credit card, mobile carrier payment or any other electronic payment method enabled by Pikmi.

1.14. Pikmi Merchant’s In-App Portal – is an in-app portal containing relevant information and documents regarding your usage of the Pikmi App in course of provision of E-commerce Services, including accounting documentation. You may access Pikmi Merchant’s In-App Portal through your Pikmi Merchant App.

1.15. E-commerce Services – E-commerce service you are providing to the Customer whose request you have accepted via the Pikmi App.

2. ENTRY INTO THE AGREEMENT

2.1. Prior to using the Pikmi App you must sign up with Pikmi by providing the requested information in the signup application and uploading necessary documentation as required by Pikmi on the Pikmi Merchant App. Upon successful completion of the signup application, Pikmi will provide you with partial access to the Pikmi Merchant App. After downloading the Pikmi App by clicking the “GENERATE OTP” button located in the Pikmi App, you represent and warrant that:

  • 2.1.1. according to law you are entitled to enter into an agreement with Pikmi to use the Pikmi App for providing E-commerce Service;

  • 2.1.2. you have carefully studied, fully understand and agree to be bound by these General Terms, including all your obligations that arise as provided herein;

  • 2.1.3. all the information you have presented to Pikmi is accurate, correct and complete;

  • 2.1.4. you will not authorize other persons to use your account nor transfer or assign it to any other person;

  • 2.1.5. you will not use the Pikmi App for unauthorized or unlawful purposes and impair the proper operation of the Pikmi App;

  • 2.1.6. you will not copy or distribute the Pikmi App or other Pikmi content without the prior written permission from Pikmi;

  • 2.1.7. you will keep your Pikmi account accurate and profile information updated at all times;

  • 2.1.8. at all times you will fully comply with all laws and regulations applicable in the State you are providing E-commerce Services, including (but not limited to) laws regulating customer E-commerce services;

  • 2.1.9. you are neither an employee nor an agent of Pikmi or its Nigerian Affiliates;

  • 2.1.10. you are obliged to satisfy all mandatory requirements prior to account activation;

  • 2.1.11. you fully agree with the Privacy Policy of Pikmi provided on the Website: https://pikmi.takooka.org/general-terms-for-merchants/.

2.2. You are obliged to provide your own bank requisites in the course of filling the payment details upon registration. In case you are a legal person, you must insert the bank account of the company. Pikmi or its Affiliates are transferring In-app Payment fees to the bank account you have provided. Pikmi and/or its Affiliates are not liable for any incorrect money transactions in case you have provided wrong bank requisites.

2.3. After submitting the signup application, you will receive an e-mail with additional conditions that must be met in order to provide E-commerce Services. These conditions may include providing criminal records, valid I.D card, owning a GPS-supporting mobile device and other conditions as described in the pertinent e-mail. The failure to comply with the provided requirements and conditions will result in termination of the Agreement and right to use the Pikmi App.

2.4. You agree that in specific cities or countries Pikmi may assign any of its obligations arising from the Agreement to its Affiliate or representative. This includes, among else, assigning the rights and obligations regarding reviewing documents related to signup applications, trainings, collection of Pikmi Fees, forwarding you the fees due, mediating In-app Payment, licensing the Pikmi App, etc. Details of the local Affiliates and representatives can be accessed here https://pikmi.takooka.org/cities/.

2.5. Registering the account as a legal person (i.e. a company). You are considered to be a legal person, if the recipient of the fees is marked as a legal person in your payment details. In such case the indicated legal person is considered to be the provider of E-commerce Services and a party to these General Terms as well as any further documents of the Agreement. Regardless of the above, only the specific natural person indicated in the signup process may factually provide E-commerce Services. Such natural person may use the account of the Merchant only if he/she has read and agrees to be bound by these General Terms and any further documentation that is part of the Agreement. THE LEGAL PERSON IN THE PAYMENT DETAILS AND THE NATURAL PERSON FACTUALLY PROVIDING THE E-COMMERCE SERVICES UNDER ONE PIKMI ACCOUNT SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ANY INFRINGEMENT OF THE AGREEMENT CONDUCTED BY THE MERCHANT.

3. YOUR RIGHT TO USE THE PIKMI APP AND WEBSITE

3.1. The Pikmi App. The Pikmi App allows you to receive requests from the Customers interested in using E-commerce Services, which you can either accept or ignore at your own choosing. For additional information about the Pikmi App please refer to the Website.

3.2. License to use the Pikmi App and the Website. Pikmi hereby grants you, subject to the provisions of the Agreement, a non-exclusive, non-sub-licensable, non-transferable License to use the Pikmi App and the Website according to the terms referred to herein.

3.3. In course of using the Pikmi App and/or the Website you may not:

  • 3.3.1. decompile, reverse engineer, or otherwise attempt to obtain the source code of the Pikmi App and/or the Website;
  • 3.3.2. modify the Pikmi App or Website in any manner or form or to use modified versions of the Pikmi App or Website;
  • 3.3.3. transmit files that contain viruses, corrupted files, or any other similar Pikmi App or programs that may damage or adversely affect the operation of another person’s computer, Pikmi Services, Website, Pikmi App or hardware, or telecommunications equipment;
  • 3.3.4. attempt to gain unauthorized access to the Pikmi App, Website or any other Pikmi Services;
  • 3.4.5. In order to use the Pikmi App and Website you are obliged to pay Pikmi or its Affiliates the Pikmi Fee as described in section 5 of these General Terms.

3.5. The License granted herein revokes automatically and simultaneously with termination of the Agreement. After termination of the Agreement you must immediately stop using the Pikmi App and Pikmi is entitled to block and delete
your account without a prior notice.

3.6. Using Merchant’s forum and other Website content. Pikmi may grant you access to Merchant’s forum and other content accessible via the Website. You may not post, publish, upload, e-mail, distribute, or disseminate any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content. Pikmi may restrict your access to the forums or Pikmi App, if you infringe the aforementioned obligations.

3.7. Using tags and labels of Pikmi. Additionally, Pikmi and/or its Affiliates may give you tags, labels, stickers or other signs that refer to Pikmi or otherwise indicate that you are using the Pikmi App. Pikmi grants you a non-exclusive, non-
sub-licensable, non transferable license to use such signs and only for the purpose of indicating that you are providing E-commerce Services via using the Pikmi App. After termination of the Agreement you must immediately remove and discard any signs that refer to Pikmi or its brand.

3.8. All copyrights and trademarks related to Pikmi, including source code, databases, logos and visual designs are owned by Pikmi and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Pikmi App, Website or any other Pikmi Services you do not acquire any rights of ownership to any intellectual property of Pikmi.

4. PROVIDING E-COMMERCE SERVICES

4.1. Your Obligations. You hereby guarantee to provide E-commerce Services in accordance with the Agreement as well as laws and regulations applicable in the State where you are providing E-commerce Services. Please note that you are fully liable for any violation of any local or international laws and regulations as may arise from providing E-commerce Services.

4.2. You must, among else, have all licenses (including a valid I.D card), registrations, certifications and other documentation that are required in the applicable jurisdiction for providing the E-commerce Services. It is your obligation to maintain the validity of all aforementioned documentation. Pikmi reserves the right to require you to present evidence and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications as well as their renewals.

4.3. You must abide by the company ́s regulations at all times. This means, among else, that you must always have your Merchant App available at all times and respond to orders as soon as possible and as long as your store is marked open.

4.4. You must provide the E-commerce Services in a professional manner in accordance with the business ethics applicable to providing such services and endeavour to perform the Customer’s request in the best interest of the Customer. Among else, you (i) you must respond adequately and on timely manner to guarantee that services are successful. Note that time is a very big factor. (ii) must communicate with customer via phone call for any clarification on their orders. (iii) may have to offer cashbacks or other valuable incentives to customers who are not satisfied with your services.

4.5. You retain the sole right to determine when and for how long you are providing the E-commerce Services.

4.6. Costs you incur while providing the E-commerce Services. You are obliged to provide and maintain all equipment and means that are necessary to perform the E-commerce Services at your own expense, including a car, smart device, mobile data plan, etc. You are also responsible for paying all costs you incur in the course of performing E-commerce Services including, but not limited to, mobile data plan costs, insurance, relevant corporate or payroll taxes etc. Please bear in mind that using the Pikmi App may bring about consummation of large amount of data on your mobile data plan. Thus, we suggest you to subscribe for a data plan with unlimited or very high data usage capacity.

4.7. Fares. You are entitled to charge a fare for each instance you have accepted a Customer ́s order and delivered same via the Pikmi App and E-commerce Service as requested (i.e. Fare). The Fare is calculated based on the pre-fare that has been set up by the merchant.

4.8. Pikmi may adjust your fare for a particular order completed, if we detect a violation (such as taking a longer route or not stopping the fare meter of the Pikmi App after the E-commerce Service has been completed) or in case a technical error affecting the final fare is identified. Pikmi may also reduce or cancel the fare in case we have reasonable cause to suggest a fraud or a complaint by the Customer indicates a violation by you. Pikmi will only exercise its right to reduce or cancel the fare in a reasonable and justified manner.

4.9. Customer may pay the fare for the E-commerce Service either using cash or via the In-app Payment as described in section 6 of these General Terms. In case the Customer fails or refuses to pay, Pikmi will help you with collecting the Fare due, however Pikmi has no obligation to compensate the fare.

4.10. Receipts. After each successful provision of E-commerce Services, Pikmi shall create and send a receipt consisting of the description, fare, time and other relevant information of a particular order. Pikmi might not create and send receipt in case of licensed merchants, depending on the terms agreed in specific state or city. Any corrections that you wish to make on your store, regarding item fare is strictly your obligation. Pikmi and its Affiliates shall have no obligation to review your fare and reimburse you any error in fare.

4.11. Penalties. In case the Customer cancels the request for E-commerce Services after 8 minutes or does not show up, Pikmi shall have the right to request a penalty from such Customer. Pikmi shall request such penalty only in case of negligent behaviour from the Customer and shall have the full discretion in deciding whether to collect the penalty or not. In case Pikmi collects the penalty, it will keep Pikmi Fare and the rest of the penalty collected shall be forwarded to you within 14(fourteen) days as of its collection.

4.12. In case of any dispute with a customer ́s order, you must contact the Pikmi support team via in-app Support, by sending an email to support@pikmi.net, or via phone calls on +2349038881841, +2349038881842.

4.13. Your tax obligations. You hereby acknowledge that you are obliged to fully comply with all tax obligations that arise to you from the applicable laws in relation to providing the E-commerce Services, including (if applicable) (i) acquiring a valid VAT number; (ii) paying income tax, social security tax or any other tax applicable; and (iii) fulfilling all tax registration obligations and calculating and remitting all tax liabilities related to your provision of E-commerce Services as required by the applicable law. Additionally, it is your obligation to provide Pikmi with all relevant tax information, including (among else) your VAT number. Please note that Pikmi may in its reasonable discretion and based on applicable tax law, collect and remit taxes resulting from your provision of Transportation and or Delivery Services, and/or provide any of the relevant tax information directly to the applicable governmental tax authorities on your behalf.

5. PIKMI FEES

5.1. In order to use the Pikmi App, you are obliged to pay to Pikmi a fee (i.e.the Pikmi Fee). The Pikmi Fee is paid based on the Fare of each Transportation and or Delivery Service order you have completed. The amount of the Pikmi Fee is made available to you via e-mail, Pikmi App, or other pertinent means. Please acknowledge that the Pikmi Fee may change from time to time. Pikmi shall send you a prior notification of each such change.

5.2. You must pay the Pikmi Fee and any other fees due to Pikmi for the previous month at latest by the 15th day of the following month. Upon delay with payment of the Pikmi Fee, you are obliged to pay a penalty of late payment in the amount of 0.5% (zero point five percent) of the unpaid amount per day. You are obliged to cover all costs incurred by Pikmi, which are related to debt collection activities.

6. IN-APP PAYMENTS

6.1. Pikmi may enable its Customers a possibility to pay for the E-commerce Service via bank card, mobile carrier billing or other payment methods directly in the Pikmi App payment directly in the app (i.e. In-app Payment). You hereby authorise Pikmi to act as your limited commercial agent solely for the purpose of collecting, on your behalf, the Fares, applicable taxes or other fees paid by the Customer via In-app Payment. You additionally agree that any payments made by the Customers via the In-app Payment shall be considered the same as payments made directly to you.

6.2. You may not refuse payment by the Customer via the In-app Payment, or influence the Customer against the use of the In-app Payment. In case you refuse to accept an In-app Payment without just cause, Pikmi shall be entitled to charge you a contractual penalty in the amount of ₦4000 for every refusal and/or block your right to use the Pikmi App in case of repetitive behaviour.

6.3. Pikmi will regularly transfer the amounts collected as In-app Payments, which have been credited to the Pikmi bank account in the preceding week, to your bank account by the 3rd day of the following week, but in no case later than within two weeks. The Pikmi Fee shall be deducted from your Fare. If you request a review of the In-app Payment, then Pikmi may transfer the amounts collected after it has concluded the review.

6.4. You are entitled to review In-app Payment reports in the Pikmi Merchant App. Pikmi will send weekly In-app Payment & Merchant ́s account balance to your email. The reports will show the amounts of the In-app and cash payments brokered in the previous week as well as the withheld amounts of the Pikmi Fee. The reports will be sent weekly.

6.5. Please note that Pikmi is not obliged to pay you the Fare due from the Customer if the In-app Payment failed because Customer’s credit card or mobile payment is cancelled or is unsuccessful for reasons not attributable to Pikmi. In such case we will help you in requesting the Fare due from the Customer, and shall transmit it to you once the Customer has made the requested payment.

6.6. Before rendering Ecommerce Services, you must verify that the service is being actually provided to the Customer or that the Customer has expressly confirmed that it allows the customer to buy under its account. If you make a mistake in identifying the Customer, and the In-app Payment is charged to a person, who has not been provided or has not approved the Ecommerce Services, Pikmi shall reimburse the Customer for the Fare. In such case you are not entitled to receive the Fare from Pikmi. Additionally, for every wrongfully applied In-app Payment Pikmi shall be entitled to charge you a contractual penalty up to ₦4000.

6.7. You hereby warrant that you understand that In-app Payment does not supersede the requirements established by the laws and regulations, e.g. your obligation to provide the Customer with a receipt printed out on the printer.

6.8. You must notify Pikmi of any important circumstances which may affect Pikmi’s obligations to collect and distribute the Fares paid via In-app Payment.

6.9. Please note that Pikmi may set off any Fares paid via In-app Payment against the Pikmi Fees that you are obliged to pay to Pikmi.

7. CUSTOMER SUPPORT

7.1. As one of our services, we may provide you customer support regarding using the Pikmi App. The customer support may be provided either by Pikmi or its Affiliates as listed on the Website https://pikmi.takooka.org/cities/. Please note that Pikmi has the right to stop providing the customer support services in case you are in delay with any of your payments to Pikmi and/or its Affiliates for more than 5 (five) calendar days.

8. RATINGS AND ACTIVITY

8.1. In order to guarantee high-quality service via the application provided by Pikmi and provide additional reassurance to our Customers, you hereby acknowledge that the Customers may provide you a rating and leave feedback regarding the quality of the Transportation and or the Delivery Services that you have provided. Your average rating will be linked to your Pikmi account and available to Customers when requesting Transportation and or Delivery Services. The Customer is obliged to provide the ratings and comments in good faith, and if we, in our discretion, find a particular rating or comment to not be in good faith, we may remove it.

8.2. In addition to the rating, Pikmi measures your level of activity and provides you with an activity score, which is based on your activity regarding accepting, declining, not responding and completing Ecommerce Service orders.

8.3. You hereby acknowledge that in order to provide reliable services to Customers, Pikmi may determine a minimum average rating and a minimum activity score that all Merchants must establish and maintain. If, after a pertinent notification from Pikmi, you do not increase your average rating or activity score above the minimum within the prescribed time period, your Pikmi account will be automatically suspended either temporarily or permanently. Pikmi may reverse the suspension of your account if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings.

9. MARKET OVERVIEWS AND CAMPAIGNS

9.1. Market overviews. Pikmi may send you, via the Pikmi App, SMS, e-mail or other means, market overviews, in order to increase your awareness regarding when the demand by the Customer is highest. Please note that such market overviews are merely recommendatory and do not constitute any obligations for you. As the market overview estimations are based on previous statistics, Pikmi cannot give any guarantees that the actual market situation will correspond to the estimations provided in the market overview.

9.2. Campaigns promising minimum income. Pikmi may also provide campaigns, whereby Pikmi will guarantee a minimum income if you provide Ecommerce Services within a specified timeframe and shall compensate the gap, if you do not reach such minimum. The specific requirements and conditions will be sent from Pikmi via the Pikmi App, SMS, e-mail or other means. Pikmi has full discretion in deciding if, when and to which Merchant it enables such campaigns. If Pikmi has reasonable cause to suspect any fraudulent activity by you, it may withhold your Fare until the suspicion of fraud has been cleared.

9.3. Campaigns for Customers. Pikmi may also occasionally arrange various campaigns to Customers in order to market the Pikmi applications, whereby the Fare paid by the Customer is reduced. In such case Pikmi will notify you about specific campaign terms and in most cases shall pay you compensation, amounting to the monetary value of the benefit offered to the Customer (i.e. difference between the amount that you should have received and actually receive due to the marketing campaign). Such compensation shall be paid you concurrently with payment of the Fares. Pikmi may set off the marketing compensation against the Pikmi Fee.

9.4. Pikmi may also carry out other campaigns for Merchants and/or the Customers under the terms accompanying the specific campaign.

10. RELATIONSHIP BETWEEN YOU, PIKMI AND THE CUSTOMERS

10.1. You hereby acknowledge that by providing Merchant Services to the Customers, you and the Customer are bound by a service contract, to which Pikmi nor its Affiliates are not a party.

10.2. Pikmi and its Affiliates do not control or direct your provision of Merchant Services. You have the sole right to decide when and for how long to utilize the Pikmi App and whether to accept the Customer’s request received via the Pikmi App. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities.

10.3. You hereby acknowledge and agree that Pikmi and its Affiliates are merely providers of the Pikmi App and its supporting services and do not provide Merchant services. By providing the Pikmi App, Pikmi and its Affiliates act as facilitators of Merchant service between you and Customer. Pikmi may also act as your commercial agent by collecting and forwarding the payments made by Customers for the Merchant Services via the In-app Payment.

10.4. You, Pikmi and its Affiliates hereby expressly agree that the relationship between the parties is not an employment agreement, nor does it create an employment relationship between you and Pikmi or Affiliate. The parties also agree that no joint venture or partnership exists between you and Pikmi or its Affiliates. You may not act as an employee, agent or representative of Pikmi or its Affiliates nor bind them to any contract.

10.5. If due to the implication of mandatory laws or otherwise, you are deemed as an employee of Pikmi or its Affiliate, you hereby agree to indemnify, defend and hold Pikmi and its Affiliates harmless from and against any claims by any person, entity, regulator or governmental authority based on such implied employment relationship.

11. PROCESSING OF PERSONAL DATA

11.1. Processing your personal data. Pikmi collects your personal data such as name, address, telephone number, e-mail address, vehicle information, license plate number and location based information, in order to enable the intended functioning of the Pikmi App and provide you and our Customers Pikmi Services. We may also request you to provide a valid identity card and criminal or other necessary records, in order to identify whether you have qualifications for pursuing
this professional activity and safeguarding the contractual relations associated with the Pikmi Services. We disclose your personal data to Affiliates and other third parties only for the purposes of providing Pikmi Services.

11.2. You may at all times request to see, update or remove your personal data. However, please note that if you request to remove your personal data, Pikmi may have to terminate your right to provide Ecommerce Services. After you delete your Pikmi account, Pikmi shall delete your personal data, but not before six (6) months has passed as of deleting your account (in case any contractual issues come forth). Certain personal data may be kept for a longer period of time, if so required by the applicable law.

11.3. Transmitting your geo-location and other information to Customers. In order to provide Pikmi Services, we collect your geo-location information while you are using the Pikmi App. This means that we monitor and track your geo-location and may share your current location via the Pikmi application to the Customers in order to provide them the Pikmi Services. Additionally we will provide Customers your name, vehicle information and license plate number for your identification and safety reasons. If you would like your geo-location data and other aforementioned information not to be available to Customers, you must close the Pikmi App or indicate in the Pikmi App that you are currently not looking to provide Ecommerce Services (go off-line).

11.4. Your right to process personal data of Customers. You may not process the personal data of the Customers without the permission of Pikmi. You may not contact any Customer or collect, store, record, grant access, use or cross-use the personal data provided by the Customers or accessible to you via the Pikmi App for any reason other than for the purposes of fulfilling the Ecommerce Service request.

11.5. Pikmi is the chief processor which processes personal data of you and the Customers. You act as an authorised processor for the Customer data that Pikmi makes available to you. In processing Customer’s data you must oblige with the procedure, manner of and conditions for processing personal data are provided in the Privacy Policy of Pikmi https://pikmi.takooka.org/general-terms-for-merchants/. In case you violate any of these privacy protection provisions, Pikmi can terminate the Agreement without notice and claim all costs and potential damages (including brand reputation) related to your infringement of the aforementioned obligations.

11.6. In the event that we receive a complaint from a Customer, which has an element of the commission of a crime by you, the Customer shall promptly make a formal complaint to the Nigeria Police Force against you and we shall suspend your Pikmi account pending the conclusion of the investigation of the allegations contained in the report by the Nigeria Police Force. The block of access will be removed once the Nigeria Police Force’s investigation disproves such suspicions.

12. LIABILITY

12.1. The Pikmi App is provided on an “as is” and “as available” basis. Pikmi and its Affiliates do not represent, warrant or guarantee that access to Pikmi App will be uninterrupted or error free. As the usage of Pikmi App for requesting ecommerce services depends on the behaviour of Customers, Pikmi and its Affiliate do not guarantee that your usage of the Pikmi App will result in any Transportation and Delivery Service requests. Pikmi is not liable for the proper functioning of the Pikmi App and any loss or damage that you may incur as a result.

12.2. To the maximum extent permitted under the applicable law, Pikmi and/or any of its Affiliates, representatives, directors and employees are not liable for any loss or damage that you may incur under or in connection with the Agreement or as a result of using the Pikmi App, including but not limited to:

  • any direct or indirect property damage or monetary loss;
  • loss of profit or anticipated savings;
  • loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;
  • loss or inaccuracy of data;
  • injury or loss of life to a third party or customer arising from your usage of the Pikmi App and
  • any other type of loss or damage.

12.3. For avoidance of doubt Pikmi does not guarantee the submission of requests by the Customers and can in no way be considered as a person acting on behalf or in the name of the Customer. Pikmi will strive to remove unwelcomed users of the Pikmi App. However, Pikmi and/or any of its Affiliates are not liable for the actions or non-actions of the Customers using the Pikmi App and shall not be liable for any loss or damage that you may incur as a result of actions or non-actions of the Customers.

12.4. Please note that you are fully liable for breach of the Agreement and/or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from Pikmi, Affiliate or any state
or other authority.

12.5. You are fully liable and shall indemnify Pikmi for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that Pikmi and/or any of its Affiliates or representatives may incur in connection with your breach of the Agreement and/or claim by a third party (including the Customer) directly or indirectly related to provision of Ecommerce Services. Should any of the Customers present any claims against Pikmi in connection with your provision of Transportation and or Delivery Services, then you shall compensate such damage to Pikmi in full within 7 (seven) days as of your receipt of the respective request from
Pikmi.

12.6. You are obliged to comply with all tax obligations you may incur in relation to fulfilling your obligations arising from the Agreement or providing Ecommerce Services. You shall indemnify Pikmi and/or its Affiliates from all tax liabilities, duties, levies, claims and penalties that it incurs as a result of your failure to comply with your tax obligations (including, but not limited to, failure to pay income tax or social security tax).

12.7. In case Pikmi is entitled to present any claims against you, then you shall compensate Pikmi any legal costs related to evaluation of the damages and submission of claims relating to compensation for such damage.

13. TERM AND TERMINATION

13.1. The conditions expressly specified in these General Terms shall enter into force as of submitting the signup application located on the Pikmi Merchant App. Each other document that is part of the Agreement shall enter into force once the specific document has been made available to you and you commence or continue providing the Ecommerce Services, unless prescribed otherwise in the Agreement.

13.2. You may terminate the Agreement at any time by notifying Pikmi at least 7 (seven) days in advance, after which your right to use the Pikmi App and Pikmi Services shall terminate. The Agreement will also terminate upon the deletion of your Pikmi account.

13.3. Pikmi may terminate the Agreement at any time and for any reason at the sole discretion of Pikmi by notifying you at least 3 (three) days in advance.

13.4. Pikmi is entitled to immediately terminate the Agreement and block your access to Pikmi App without giving any advance notice in case you breach the Agreement, any applicable laws or regulations, disparage Pikmi or its Affiliates, or cause harm to Pikmi or its Affiliates’ brand, reputation or business as determined by Pikmi in its sole discretion. In the aforementioned cases Pikmi may, at its own discretion, prohibit you from registering a new account or take other necessary steps to stop you from providing Ecommerce Services.

13.5. Pikmi may also immediately block your access to Pikmi App and other Services for the period of investigation, if we suspect an infringement of the Agreement or fraudulent activity from your behalf. The block of access will be removed once the investigation disproves such suspicions. Pikmi shall only use the right described herein in good faith.

13.6. Pikmi is aiming to provide the highest quality service to all Customers and is monitoring the activity of Merchant in its system. If you fail to meet the minimal service requirements, such as the obligation to possess a certain minimal rating and activity score, Pikmi is entitled to immediately terminate the Agreement without giving any advance notice.

14. AMENDMENTS

14.1. Pikmi has the sole right to make changes to any of the documents forming part of the Agreement. Any changes to the Agreement shall enter into force after they have been made available to you via e-mail, Pikmi App, SMS or Website and you have continued to provide Ecommerce Services, unless prescribed otherwise in the Agreement.

14.2. In order to amend the General Terms, Pikmi shall post a revised version of the Agreement on the Website https://pikmi.takooka.org/general-terms-for-merchants/ and give you at least 14 (fourteen) days prior notice. If you continue to use the Pikmi App, you shall be deemed to have accepted the revised conditions.

15. APPLICABLE LAW AND COURT JURISDICTION

15.1. The Agreement shall be governed by, and construed and enforced in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

15.2. Any dispute that may arise in connection with this Agreement, whether with respect to its existence, validity, interpretation, performance, breach, termination or otherwise, shall be settled by way of negotiations. If the respective dispute resulting from this Agreement could not be settled by the negotiations, then the dispute will be finally solved by the appropriate Court in the Federal Republic of Nigeria.

16. CONTACT INFORMATION

16.1. You are obligated to immediately notify Pikmi of any changes of your contact information and guarantee to keep the contact information accurate and up to date.

16.2. The contact information of Pikmi is available at the Website.

17. FINAL PROVISIONS

17.1. If any provision of the Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of the Agreement shall not be deemed a waiver of such term.

17.2. You may not assign the Agreement or any of its rights or obligations there under, if not provided otherwise by the Agreement.

17.3. Any notice required to be given under this Agreement shall be sufficiently given if: (i) delivered personally, (ii) sent by courier with proof of delivery, (iii) sent by registered mail, (iv) sent by e-mail or (v) made available via the Pikmi’s Website or Pikmi App. Any notice which is sent or dispatched in accordance with this clause

17.3 shall be deemed to have been received: (i) if delivered personally, at the time of delivery to the party; (ii) if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party; (iii) if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party; (iv) if made available via the Pikmi’s Website or the Pikmi App, or (v) if sent by e-mail, on the day the party receiving the e-mail confirms receiving the respective e-mail or on the 2nd day following the dispatch of the e-mail provided that the sender has not received an error notice (notifying that the e-mail was not delivered to the party) and has sent the e-mail again on the next calendar day and has not received a similar error notice.

Date of entry into force of the General Terms: 01.03.2022.

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