OCTRAMARKET MOBILE SERVICES LIMITED (“OCTRAMARKET”) is the largest native online market in Africa where you can buy products or place a product request. it owns and operates a platform in Nigeria known as Octramarket that allows vendors to sell their products to the public over the Internet. 

1. Scope and Implementation

a.        By accepting these Buyer General Terms & Conditions (the "Buyer Terms and Conditions"), you (the "Buyer") acknowledge and accept that the Buyer Terms and Conditions shall apply to and govern any purchase by the Buyer of products ("Products") listed on the websites and the entire eCommerce application of an online shop named OCTRAMARKET operated by OCTRAMARKET MOBILE SERVICES LIMITED (“OCTRAMARKET”), Nigeria ("Octramarket"); together with the Buyer the ("Parties") under the domain www.octramarket.com operated by OCTRAMARKET MOBILE SERVICES LIMITED (“OCTRAMARKET”)  (the "Octramarket"). These Buyer Terms and Conditions are available under www.octramarket.com /buyer-terms-conditions and can be printed out or locally saved.

b.        Unless explicitly agreed otherwise by Octramarket in writing, general terms and conditions and/or other contractual documents issued or provided by the Buyer are explicitly waived and excluded. This shall also apply in case the Buyer encloses general terms and conditions or other documents to the order or "order confirmation" or discloses such general terms and conditions or other documents otherwise to Octramarket.

c.        The Buyer acknowledges that they are the contracting party for the purchase of Products on the website. Notwithstanding the foregoing, the Buyer acknowledges that all of the products on the website are not offered by Octramarket but are displayed on the website on behalf of a third-party who is known as the Online Vendor.

d.       By accepting these Buyer Terms & Conditions, the Buyer confirms that he/she/it is duly authorized and has the contractual capacity to agree to these Buyer Terms & Conditions and to enter into any other purchase contract, as applicable.

e.         The Buyer acknowledges that they shall not make any false claim in the course of any transaction.

f.        These Buyer Terms & Conditions apply in addition to Octramarket's General Terms and Conditions for the Use of Websites and Marketplaces (the "Website Terms & Conditions"). In case of discrepancies between the Website Terms & Conditions and these Buyer Terms & Conditions, the terms of these Buyer Terms &Conditions shall prevail.

2. Order Process

2.1. Orders

a. By clicking on the ‘Order’ (or any other similar) button, the Buyer submits a revocable offer to purchase the relevant Product/Goods (the "Order"), with the right of the Buyer to cancel or retract the relevant Order unless the order has been submitted

b. The Buyer hereby acknowledges that such Order is subject to reconfirmation of the purchase price and availability of the relevant Product/Goods by the Online Vendor.

c.   Online Vendors reserves the right to reject any Order at his/its sole discretion.

d. The Buyer is expected to make a REFUNDABLE deposit equivalent to 100% of the actual price of the product plus delivery of full payment into the Octramarket account.

e.Once Octramarket confirms payment into its account, the vendor is then directed to release the product for dispatch.

f.When the Buyer confirms receipt of the EXACT product ordered; the Buyer at this point is required to pay the balance and complete the price of the product.

g. In any situation where the Buyer can validly demonstrate that the Vendor has misled him with the product uploaded on Octramarket and chooses not to accept the product, the deposit and the delivery fee would be returned to the Buyer.

2.2. Binding Contract

A binding contract for the purchase of any Product shall be deemed concluded upon the Online Vendor confirming the availability of the ordered product to both Octramarket and the Buyer.

2.3. No Warranties

The Buyer acknowledges and agrees Octramarket shall be exempt from and does not make any implied or express representations or warranties, or provide any guarantees to the Buyer about any sold Product by an Online Vendor.

 3. Purchase Price

3.1. Purchase Price Specification

The purchase price for any Product for which a binding contract is concluded by Section 2.2 (the "Purchase Price") shall be the purchase price indicated in the Order Confirmation message. The Buyer hereby acknowledges that costs associated with the transaction such as taxes, commission, and duties shall only be added to the Purchase Price where applicable.

3.2. Delivery Address

The Purchase Price is contingent on the delivery address provided by the Buyer in the Order. The Buyer acknowledges and agrees that any changes to the delivery address may lead to additional costs.

3.3. VAT or similar Taxes

a. For these Buyer Terms & Conditions, "VAT" shall mean any value-added taxes as per the Nigeria Government VAT directive.

b.All prices indicated on the Site are net of VAT, unless explicitly stated and specified otherwise.

c. In case of any sale being subject to VAT, such VAT will be charged and specified as such on the pro forma invoice issued by the Online Vendor.

d. All VATs and similar taxes payable on transactions on the Site shall be paid by the party responsible for such remittances to the Government.

e. In cases where the Government (or any of its legitimate agents) imposes any special taxes on a particular product, such taxes shall be applicable in such transactions, and be paid by the party responsible for such remittances.

4. Delivery

4.1. Transportation

In any event, the Buyer opts for Octramarket to deliver the product, the Buyer shall pay for delivery and transport of the relevant Product from its current location to the place of delivery agreed with the Buyer. This delivery fee must be paid upfront to Octramarket.

4.2. Delivery Date

Octramarket will provide an estimated date range based on the information provided by the Online Vendors for the delivery of the Product to the destination specified in the Confirmation. The Buyer acknowledges and agrees that such date range is an estimate only provided by Octramarket in good faith and made by applying reasonable care and shall under no circumstances be deemed guaranteed. Notwithstanding the foregoing, Octramarket will, however, ensure reasonable efforts to deliver the Product in an adequate short.

5. Disputes

5.1. Transport Damages

Especially in cases where Octramarket has been engaged to handle deliveries, disputes on transport damages of the Product must be communicated to Octramarket immediately via our Customer Service and by the conditions and procedure of the transport insurance policy, available on request for Octramarket to notify the concerned Online Vendors.

5.2. Accuracy of Description

a. Disputes on the accuracy of the description of the product or any other similar disputes must be addressed by e-mail and only to Octramarket

b.Any disputes must be submitted immediately, in no case later than 5 days after delivery of the Product at the delivery address.

c. The Buyer acknowledges and agrees (for the avoidance of doubt) that Octramarket in particular will not accept any disputes relating to defects caused being within the responsibility of the Buyer.

d. The Buyer acknowledges that Octramarket may have certain remedies against Online Vendors in case of any defects of the relevant Product. Without prejudice to Section 2.3 (No Warranties), Octramarket will attempt to investigate and resolve any valid, substantiated and proven defect in dialog with the relevant Online Vendor.

e.         Octramarket may, at its full discretion, choose to provide the contact information of any relevant Online Vendor to the Buyer.

f.        If and to the extent Octramarket should have any contractual remedies in case of defects of the relevant Product, Octramarket agrees to assign such remedies, provided that it shall be acknowledged and agreed by the Buyer that any recourse by the Buyer shall be only against any relevant Online Vendor and not against Octramarket.

6. Further Provisions

6.1. No Uptime Guarantees

The Buyer acknowledges that Octramarket does not guarantee that the confirmation and eventual transmission of any order shall be absolutely free of errors, and does not guarantee the continuous availability of the product.

6.2. Right to Delist

Octramarket reserves the right to remove any listed product or Online Vendor at any time and for any reason, without liability in case of delisting.

6.3. Intellectual Property

Any intellectual property on all data generated by or disclosed on the Marketplace shall remain in Octramarket’s exclusive property.

6.4. Guidance only

Any information provided by or disclosed on the Marketplace is provided as guidance only and does not form part of the purchase contract unless explicitly stated in the Confirmation.

7. Octramarket to apply penalties

In cases where the buyer breaches the terms and conditions in this agreement, Octramarket shall apply relevant sections of this agreement as appropriate penalty.

Specifically, penalties resulting from return of products arising from false claims in any form including but not limited to refusing the delivery of the product for no genuine reason by the buyer shall result into a 10% charged on the value of the products.

8. Miscellaneous

8.1. Taxes, Costs and Expenses

a.        Unless otherwise provided in these Buyer Terms & Conditions, any and all taxes and other public charges imposed on one of the Parties in connection with these Buyer Terms & Conditions and the transactions contemplated hereby are to be borne by the Party on which such tax or public charge is imposed.

b.        Unless otherwise provided in these Buyer Terms & Conditions, each Party shall bear its own costs and expenses arising out of or incurred in connection with these Buyer Terms & Conditions and all transactions contemplated hereby.

8.2. Amendments

a. These Buyer Terms and Conditions (including any amendment of this Section) may be amended only in writing (including by electronic communication).

b.Any deviations from these Terms and Conditions shall be agreed in writing and must be duly signed by an authorized signatory of Octramarket.

c. Octramarket reserves the right to amend these Buyer Terms and Conditions at any time with effect for any future purchases (i.e. purchases for which the Buyer has ot yet submitted an Order).

8.3. Severability

If any part or provision of these Buyer Terms & Conditions shall be held to be invalid or unenforceable, the other provisions of these Buyer Terms & Conditions shall nonetheless remain valid. In this case, the invalid or unenforceable provision shall be replaced (by court order, as the case may be) by a substitute provision that best reflects the intentions of the invalid or unenforceable provision without being unenforceable. The same shall apply in case of any gap in these Buyer Terms & Conditions.

8.4. Governing Law

These Buyer Terms & Conditions shall be governed by substantive Laws of the Federal Republic of Nigeria.

8.5. English Language

These Buyer Terms & Conditions may be translated into other languages; the English version however shall be the superseding and sole legally binding language version.

8.6. 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 provided for in general terms and conditions, each party hereby agrees to submit to the jurisdiction of the courts of Nigeria and to waive any objections based upon venue.

By accepting this Buyers agreement the buyer agrees that notwithstanding the provisions in this Buyers agreement, Octramarket operates a marketplace which is open for third-parties i.e. online vendors to sell their products on our website. None of the products listed on the Octramarket Marketplace (Octramarket) are owned or sold by Octramarket, neither are we involved in the actual sale transaction between the buyers and sellers on the Octramarket Marketplace.

The buyer and seller agree that Octramarket would be held free from any liability in contract, pre-contract or other representations in tort, for all transactions conducted on the Octramarket Marketplace.

 VENDORS AGREEMENT

1 Scope

(1) OCTRAMARKET MOBILE SERVICES LIMITED (“OCTRAMARKET”) owns and operates a platform in Nigeria known as Octramarket that allows vendors to sell their products to the public over the Internet. This platform is currently provided on the website www.octramarket.com and applications.

(2) The Vendor will have the opportunity to sell their products on Octramarket by paying an agreed amount of money to Octramarket. The service provided by Octramarket is limited to providing this e-commerce platform to link customers to the Online Vendor (or “OV”) and accepting orders and payments on behalf of the OV. In addition to this at Octramarket's discretion, they may provide the OV with logistics support, product delivery services, analytics about the performance of the OV's products, additional marketing support, and general promotion through adverts and publicity. This support may be reflective of the agreed level of commission.

 (3) When deemed strategic, Octramarket may notify the OV of the need to carry out changes to the website or service or suspend the service during operations.

2 Octramarket's rights and obligations

(1) The OV acknowledges that the relationship between customers and Octramarket is governed by the privacy policy and the general terms and conditions, both available on the website.

(2) Octramarket will present on the website the products listed by the Vendor. The Vendor will be responsible for listing their products.

(3) Octramarket shall regulate and control the mode, form, and scope of all uploads on Octramarket, and these shall be solely approved by Octramarket.

(4) To maintain its reputation for quality and high standard of service, Octramarket reserves the right to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.

(5) Octramarket may, on behalf of and as agreed with the OVs, engage in price recommendations, sales promotions, discount opportunities for buyers, and other forms of activities relevant and strategic to the promotion of the OV’s business.

(6) Octramarket shall exclusively determine the cost of running Octramarket.

(7) Octramarket shall exclusively determine charges for running Octramarket including the periodic rents charged on the OV.

(8) Upon the expiration of an existing rent tenure, it shall be the exclusive right of Octramarket to determine the appropriate rent to charge for subsequent operating periods. This may also include exclusively determining waivers, applying discounts and commissions, and any other strategies aimed at promoting the Octramarket’s interest.

(9) Acting on behalf of the OV (and in groups) to explore low-price opportunities for products and operating cost-saving measures.

(10) Octramarket is obliged to verify office/shop addresses submitted on the Site by the Online Vendor.

3 Vendor's rights and obligations

(1)The Vendor is obliged to have a physical and verifiable address.

(2) The Vendor is under obligation to notify Octramarket of their new office/shop addresses whenever they relocate from the addresses submitted to Octramarket.

(3) The Vendor has the exclusive right to fix their prices.

(4) The Vendor is obliged to provide all the information necessary about themselves, and office/shop addresses, when listing a product on www.octramarket.com. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture, and description. The Vendor must never knowingly deceive a potential customer or Octramarket by misrepresenting their product/s. The Vendor must notify Octramarket of any changes to the details of their listings while uploaded on the site.

(5) The Vendor guarantees that information listed on Octramarket relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.

(6) The Vendor will be responsible for keeping an up-to-date inventory of all their products listed on Octramarket.

(7) The Vendor guarantees that the information provided by them does not violate any third party's copyright.

(8) The Vendor will contact the customers no more than is necessary for processing the transactions referred by Octramarket. In particular, the Vendor will not send any advertising email or other commercial advertisements to the customer without prior agreement from Octramarket or the expressed wish of the customer. When delivering products sold via Octramarket, the Vendor will not advertise any of Octramarket's competitors.

(9) The Vendor will process orders and arrange delivery with all reasonable care the moment receipt confirmation of sale is received through Octramarket via email and/or text message. The delivery options and time indicated on their listing are binding, orders should be fulfilled within days mutually agreed between the customer and the OV. The Vendor is required to keep their advertised products and services available to the best of their ability. Repeated stock-outs will result in the removal of the Vendor and all his products from the Octramarket platform.

(10) If the Vendor cannot fulfill an order submitted to them, they must notify Octramarket and replenish the same as soon as possible.

(11) The Vendor agrees to adhere to their range of products and prices as provided to Octramarket and as described on his listing on the website. The Vendor guarantees that there are no ongoing criminal, bankruptcy tax proceedings, or other penalties outstanding about the products they are selling through the platform. The Vendor further guarantees to take great care to keep up-to-date their range of products, stock count, prices, and associated terms and conditions, like delivery fees.

(12) The Vendor agrees that the prices of their items/products must correspond to the real prices of similar products in the market.

(13) Each product for sale must be posted separately. Octramarket shall determine the method, scope, resolution, and other technical details required for posting products on Octramarket.  Every product uploaded by the Vendor must contain a brief and clear description by the OV.

(14) Most importantly, the OV is fully responsible for the credibility of the transaction immediately after receiving notification of a request for the purchase of a product displayed by the OV on Octramarket. Any legal claims arising from the transaction shall be borne by the OV without recourse to Octramarket.

(15) In any event the Online Vendor defaults in fulfilling their obligation as contained in this agreement, Octramarket reserves the right to exclusively apply appropriate penalties such as warning, suspension, immediate termination, and/or financial charges, which could be recovered from their physical shops.

(16) In any event where a product is returned by the buyer due to misrepresentation of the product by the Online Vendor, the Online Vendor must make available the right product or forfeit the cost of delivery and/or the cost of the product itself

4 Rent, Payment, and Recovery

(1) Online Vendor(s) will be invited for free, and be permitted to upload goods and to make sales for the test period. For the purpose of this agreement; the test period means no fee-paying period, the length of which is to be determined by Octramarket.

(2) After the test period, Octramarket will notify the Online Vendor(s) of its intention to begin to charge for a fee when it deems fit and shall communicate the charge to the Vendor; this communication may be through electronic means such as email, text messaging, phone calls etc. The OV is free to accept or reject and shall not be under any obligation to pay for the services rendered by Octramarket during the test period.

(3) All Octramarket Vendors are required to keep a Delivery Wallet of between N5,000 and N20,000, depending on each Vendor’s product size, which will be determined by Octramarket from time to time.

5 Customer payments

(1) Mode, form, and stages of payments shall be determined by the Octramarket in the Octramarket’s bank account.

(2) Immediately after receiving a notification for a request for a purchase of a product through Octramarket, the OV takes full ownership and responsibility for the transaction including the determination of the final sale price, location date and mode of delivery, and other specific customer requirements.

(3) Octramarket shall determine the pricing of the cost and terms of delivery. In this case, payments for delivery must be paid into Octramarket’s account.

6 Product Purchase Process

1. Buyer orders by making a REFUNDABLE deposit equivalent to 100% of the actual price of the product plus delivery of full payment into the Octramarket account.

2. Once Octramarket confirms payment into its account, the vendor is then directed to release the product for dispatch.

3. The Buyer confirms receipt of the EXACT product ordered; the Buyer at this point is required to pay the balance and complete the price of the product.

4. Once the Buyer confirms receipt of the product, Octramarket transfers the product amount to the Vendor's account. However, every transfer into the vendor's account attracts a transfer charge of N100.

5. In any situation where the Buyer can validly demonstrate that the Vendor has misled them with the product uploaded on Octramarket and chooses not to accept the product, the deposit made and the delivery fee would be returned to the Buyer. In such a situation, Octramarket will remove the delivery fee from the Vendor's wallet.

7 Invoicing and Vendor payment

(1) Octramarket's invoices may be delivered by email, online, fax, post or in person. They include Octramarket's claims on the Vendor, periodic amount to be paid by the Vendor, and any payments for special services rendered by Octramarket.

(2) Octramarket is to notify the Vendor when their periodic payment is due and the Vendor will be duly notified a few days prior to the expiration of their rent.

(3) The renewal or termination of their rent as the case may be shall be determined by Octramarket.

(4) Payments would be made into Octramarket’s account details of which shall be provided.

8 Liabilities

(1) The Vendor indemnifies Octramarket from all claims arising about matters outside Octramarket's control, including but not limited to the quality of goods and services provided by the Vendor. The Vendor further indemnifies Octramarket from third parties' claims resulting from any violation of laws and regulations by the Vendor.

(2) Octramarket cannot guarantee that its service will be free from all malfunctions but will exercise all reasonable care and skill to resolve any such case.

(3) VAT liability on products sold rests with the Vendor and Octramarket will not be responsible for any VAT issues.

9 Privacy

Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 2 years after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers, and business partners.

10 License

(1) Octramarket has the right to freely maintain the Vendor's listing and its ranking on the Octramarket. Octramarket offers customers the opportunity to give ratings and reviews of the Vendor's goods and services on the website and has the right but not the obligation to publish these online and make them visible to all customers. Octramarket reserves the right to delete ratings and reviews.

(2) Octramarket may scan, transcribe, and publish online the Vendor's listings, logos, and other materials required. The Vendor grants to Octramarket a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by them, to advertise Octramarket's services and interests. In particular, this includes but is not limited to use in all social media platforms including Google AdWords campaigns, domain name registrations, and other online marketing and search engine optimization schemes.

11 Terms and termination

(1) This agreement is valid as soon as the Vendor electronically agrees to the contract, continues to fulfill their obligations toOctramarket, and remains valid indefinitely, until another review or termination by either party. Termination can occur at any time, with notice via electronic means. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for an important cause remains unaffected.

(2) The right to immediate termination in particular covers the case where the Vendor repeatedly receives negative ratings and reviews on the website, and when these are not unjustified. Repeatedly providing misleading information or withholding information required to present the Vendor's items is also grounds for immediate termination. Typos, mistakes, and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

12 General

(1) If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause with 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 in particular if the agreement is found to be incomplete.

(2) Octramarket reserves the right to modify these general terms and conditions without giving any justification. In that case, Octramarket will give the Vendor adequate notice via electronic means. 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 Vendor if he does not object to them.

(4) Any terms and conditions of the Vendor are not part of this agreement unless Octramarket expressly agrees to adhere to them.