Terms & Condition

AMBATA

GENERAL CUSTOMER & SELLER TERMS & CONDITIONS

Introduction
1. Ambata Platform (hereinafter, “Ambata”) is a technology company that engaged in the business of development and management technology platform through which certain local vendors in different territories can offer their products and/or services by means of a mobile or web application on the platform (hereinafter, the “Platform”) and, Users can request the purchase and/or collection of products and services from such vendors through the App and can either collect the products/orders or otherwise have it delivered through the use of delivery partners available through the platform.

Ambata acts as a mere intermediary and is therefore unable to assume, and does not assume, any responsibility for the quality of the products or for the proper provision of the services offered directly by the vendors or by such third parties.

These general terms and conditions shall apply to buyers and sellers on the Platform and shall govern your use of the platform and the related services.

By using our platform, and voluntarily creating a profile, all Users acknowledge and expressly and unambiguously agree to these General Terms of Use and Contracting as well as to the Privacy Policy and the Cookie Policy. If you disagree with these general terms and conditions or any part of these general terms and conditions, you must not use our platform.

If you use our platform in the course of a business or other organizational project, then by so doing you:
1. Confirm that you have obtained the necessary authority to agree to these general terms and conditions;
2. Bind both yourself and the person, company or other legal entity that operates that business or organizational project, to these general terms and conditions; and
3. Agree that "you" in these general terms and conditions shall reference both the individual user and the relevant person, company or legal entity unless the context requires otherwise.

Registration and Access
1. In order to be a User of the Ambata Platform, it is essential that you meet the following requirements:
  1. Users must be at least 18 years of age.
  2. Users must truthfully complete the mandatory fields of the registration form requesting personal details such as the User’s name, e-mail address, telephone number and payment details.
  3. Users agree to these Terms of Use and Contracting.
  4. Users agree to the Privacy and Data Protection Policy.
  5. Users agree to the Cookie Policy.

You represent and warrant that all information provided in the registration form is complete and accurate.
All users agree to:
1. Keep your password confidential;
2. Notify us in writing immediately if you become aware of any disclosure of your password; and
3. Be responsible for any activity on our platform arising out of any failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.
4. Users undertake to keep their details up to date.

If a User provides any false, inaccurate or incomplete information or if Ambata considers that there are well founded reasons to doubt the truthfulness, accuracy or integrity of such information, Ambata may deny that User current or future access to, and use of, the Platform or any of its contents and/or services.
Your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf, then this shall be at your own risk.
You may cancel your account on our platform by contacting us using the details provided in the contact details.
Ambata does not store users’ payment data, which shall be processed and stored by the payment service provider as described in these Terms and in the Privacy Policy.

Terms and conditions of sale
1. You acknowledge and agree that:
  1. The platform provides an online location for sellers to sell and buyers to purchase products;
  2. A contract for the sale and purchase of a product or products will come into force between the buyer and seller, and accordingly you commit to buying or selling the relevant product or products, upon the buyer’s confirmation of purchase via the platform.

Subject to these general terms and conditions, the seller’s terms of business shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:
1. The price for a product will be as stated in the relevant product listing;
2. The price for the product must include all taxes and comply with applicable laws in force from time to time;
3. Delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, will only be payable by the buyer if this is expressly and clearly stated in the product listing;
4. Products must be of satisfactory quality, fit and safe for any purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by the seller to the buyer; and
5. the seller warrants that the seller has good title to, and is the sole legal and beneficial owner of, the products, and that the products are not subject to any third-party rights or restrictions including in respect of third-party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings.

Users are solely responsible for providing the correct addresses for delivery and collection on the Platform, and they therefore release Ambata and the riders from any liability for negligence or error in the collection or delivery of the order as a result of providing incorrect addresses for collection and delivery. As a result of the foregoing, the cost resulting from providing an incorrect address for collection and delivery on the Platform shall be borne by the User.

Users must provide all the information, in as much detail as possible, about the service/product that they are asking to purchase from the vendor. To do this, they may provide any comments they may deem useful in the “notes” section. Users will be in constant contact with the Vendor and may communicate with him/her at any time to ensure that he/she carries out the mandate according to the Users’ own instructions.

In order to facilitate direct communication with the vendor and in the event of any incidents in the processing of the order and/or in order to inform of any changes thereto, Ambata makes available to Users an internal chat system allowing direct and immediate contact between the User and the Vendor while the order is being carried out. The chat session will be deactivated as soon as the User has received the product or the order is cancelled for any of the reasons envisaged. If a User wishes to contact the vendor or Ambata after the order has been completed, he/she must use the contact details available on the Platform and contact the Ambata Customer service.

Returns and refunds
1. Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with the returns and refunds policy of the platform, as may be amended from time to time. Acceptance of returns shall be in our discretion, subject to compliance with applicable laws of the territory.

Refunds in respect of returned products shall be managed in accordance with the refunds policy of the platform, as may be amended from time to time. Our rules on refunds shall be exercised in our discretion, subject to applicable laws. We may offer refunds, in our discretion:
1. In respect of the product price;
2. Local and/or delivery fees (as stated on the refunds page); and
3. by way of wallet refunds, vouchers, mobile money transfer, bank transfers or such other method as we may determine from time to time.

Returned products shall be accepted by the vendor and refunds issued by Ambata, for and on behalf of the seller.
Changes to our returns page or refunds page shall be effective in respect of all purchases made from the date of publication of the change on our website.
In the event that the products are damaged by the riders on transit, then Ambata shall bear liability for the said products.

Prices and Billing
1. Users can register for the Platform, and use it, free of charge, although this is subject to review by Ambata at any time. Users may have to pay for certain products & services on the Platform as provided in these General Terms and Conditions of Use.
2. The use of the Platform by vendors may have an associated cost.
3. The User only has to pay for each service requested through the Platform for his/her use thereof to order products, and to communicate through the Platform, as well as for the rider or delivery services provided by third parties.
4. In the event of rain or bad weather conditions, the User will have to pay an additional fee for the rider or delivery service provided by third parties in such weather conditions.
5. In addition, for services that include the purchase of a product, the User must pay the price of such product.
6. By registering through the Platform and providing the required bank or mobile money details, Users expressly authorize Ambata to issue receipts for payment of the services requested, including the price and delivery of the products ordered.
7. The total price of each service may be composed of a variable percentage based on the number of kilometers travelled and the time taken by the rider or courier, as well as, where applicable in cases in which a User requests the physical purchase of a product or service, the price established by each vendor.
8. Ambata reserves the right to change the price based on the distance travelled and/or the time slot in which the service is performed. In accordance with these terms, the User will be entitled to know the approximate fee for the service before contracting it and paying for it, unless the User has not specified the address for collection. The fee for the delivery service may vary in cases of force majeure beyond Ambata’s control that entail an increase in such fee.
9. The fee may include tips for the rider and/or the local vendor, whose amount shall be solely and entirely at the User’s discretion.
10. Ambata reserves the right to change the prices on the Platform at any time. Such changes shall take effect immediately after publication. The User expressly authorizes Ambata to send him/her by electronic means, to the e-mail address provided by the User during the registration process, receipts for the services contracted and/or the bills generated. If an invoice is required, the User must enter the relevant tax data on the platform before placing the order.
11. If a service is cancelled by the User once the preparation of the order by the local merchant has been confirmed and the User has been informed, Ambata will be entitled to charge the User the fee applicable in each case. Similarly, if the User has asked the vendor for this without prejudice to the User’s ability to request a new service in order to return the products purchased or to have them delivered at a different address. In the case of non-perishable products, the User may exercise his/her right of withdrawal vis-à-vis the merchant that sold him/her the products. If the User wishes to exercise this right through Ambata, he/she must request the service again.
12. All the prices stated on the Platform are inclusive of any taxes that may be applicable based on the territory from which the User operates and shall in any event be denominated in the currency in force in the territory from which the User operates.
13. The User assumes that, in any case, the price of some products may change in real time based on the establishment that sells them and on the available stock. The User may contact Ambata for any information about the order placed.

Payments
1. Payment for products and/or services offered on the Platform, sold by vendors and delivered to Users by the Ambata riders or courier service, shall be made directly to Ambata through the payment channels provided.
2. The associated vendors authorize Ambata to accept payment on their behalf.
3. Payment of the price of any product or service made to Ambata will therefore discharge the User’s obligation to pay the said price to the vendor.
4. Payment by Users for products and/or services is received by Ambata’s accounts through an Electronic Money Institution. Electronic Money Institutions are authorized to provide, directly or indirectly, regulated payment services in compliance with the current legislation applicable to payment services for Platforms such as Ambata.
5. Using the payment provider contracted by it for this purpose and for the sole purpose of verifying the means of payment provided, Ambata reserves the right, as a fraud prevention measure, to request a payment pre-authorization for the products ordered through the platform. Such pre-authorization shall in no event involve payment of the full amount of the order, as this will be done solely and exclusively after the products have been made available to the User, or for the reasons set forth in these terms and conditions.
6. In order to provide Users with greater support, Ambata shall be their first point of contact and shall accept liability for payments made on the Platform. Such liability includes refunds, returns, cancellations and early-stage dispute resolution, and it is without prejudice to any actions that may be taken by Ambata to vendors of the products ordered by Users.
7. In accordance with the foregoing, in the event of a dispute, Ambata shall provide the first line of support and shall reimburse the User if this is deemed appropriate.
8. If a User has any issues with the progress of his/her order, he/she may contact Ambata’s User assistance service through the methods made available to Users on the Platform.

Promotional Codes and/or Other Offers or Discounts
1. Ambata may unilaterally provide at any time credits for use within the Platform or free delivery to certain Users. The User acknowledges and accepts that credits and free delivery must be used within thirty (30) days from the date on which the credit or free delivery was made available to the User on the Platform.
2. Promotional codes and/or other offers or discounts offered on the Platform must be correctly entered in the application before placing the order. Otherwise, they will not take effect and the User will be unable to enjoy them.
3. Whenever a cancellation is requested by Ambata in accordance with Section 8 below, the User shall ensure that the promotional code and/or other offer or discount is valid for future use. When the cancellation is at the User’s request, Section 8 below will apply.
4. Ambata reserves the right to unilaterally cancel promotional codes and/or other offers or discounts offered if it becomes aware of a fraudulent use thereof (such as, among others, a promotional code being redeemed by someone who is not its legitimate recipient, the mass communication of codes or the sale of codes or discounts), at the end of the above-mentioned period. Furthermore, it reserves the right to apply sanctions to Users for the amount for which Ambata has been defrauded as a result of such use.
5. Ambata will accept no liability if, due to an event of force majeure or other events beyond its control or whose need is justified, it is forced to cancel, shorten, extend or amend the conditions of promotions.
6. In particular, Ambata will accept no liability if the website is not available at any time during promotions or for a malfunction in the automated promotion system.

Right of Withdrawal and Cancellation of Orders
1. In accordance with the nature of the service offered by Ambata, the User is aware that, once a vendor has voluntarily accepted an order, the execution of the purchase mandate is considered to have started, and the User may therefore no longer be entitled to withdraw the service request free of charge.
2. Without prejudice to the foregoing, the cost of cancellation may depend on the following factors;
  1. If the vendor has already accepted the order and started preparing it, the User will be charged the price of the products. The User will be informed of the vendor’s acceptance through the Platform and/or by e-mail at the e-mail address registered by the User.
  2. If the User cancels the order once the vendor has accepted it for processing, the User will be charged the cancellation fee. The User will be informed of the vendor’s acceptance through the Platform. The User can see the cost of cancellation on the Platform. If the order is cancelled by Ambata, the agents will contact the User to inform the latter of the cost of cancellation if there is one.
3. In the case of non-food or non-perishable products, the User may ask the rider to return it.
  1. To that end, the User must pay the products’ full purchase price and delivery costs, as well as the cost of the return service.
  2. If the rider has been able to return the product, its value will be refunded to the User who, as mentioned above, must pay the cost of the two collection and delivery services as well as the return service.
  3. The return shall in any event be subject to the merchant’s return policies, and the User therefore states that he/she is aware that, in the case of perishable products (e.g. food), the product may not be returned and Ambata will therefore be entitled to charge him/her for both the product already purchased and for the cost of the delivery service incurred.
4. If the User has given an incorrect delivery address for the products, he/she may enter a new address at any time provided that it is within the same city as the original order and this is a city in which Ambata provides its intermediation service. In such case, the User will be ordering a new service and agrees to be charged the appropriate amounts for the new delivery. If the address is in a different city from the one originally specified, the address may not be modified for delivery in a new city, and the order will be cancelled, with the User bearing the resulting costs as provided in this clause.
5. Ambata reserves the right to cancel an order without having to provide a just cause. In the event of cancellation without just cause at Ambata’s instance, the User shall be entitled to a refund of the amount paid.

Rules about your content
1. In these general terms and conditions, "your content" means:
  1. All works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our platform for storage or publication, processing by, or onward transmission; and
  2. All communications on the platform, including product reviews, feedback and comments.
  3. Your content, and the use of your content by us in accordance with these general terms and conditions, must be accurate, complete and truthful.

Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet, and must not:
1. Be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually explicit;
2. Depict violence in an explicit, graphic or gratuitous manner; or
3. Be blasphemous, in breach of racial or religious hatred or discrimination legislation;
4. Be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;
5. Cause annoyance, inconvenience or needless anxiety to any person; or
6. Constitute spam.

Your content must not be illegal or unlawful, infringe any person's legal rights, or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
Your content must not infringe or breach:
1. Any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right;
2. Any right of confidence, right of privacy or right under data protection legislation;
3. Any contractual obligation owed to any person; or
4. Any court orders.

You must not use our platform to link to any website or web page consisting of or containing material that would, were it posted on our platform, breach the provisions of these general terms and conditions.
You must not submit to our platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
The review function on the platform may be used to facilitate buyer reviews on products. You shall not use the review function or any other form of communication to provide inaccurate, inauthentic or fake reviews.
You must not interfere with a transaction by:
1. Contacting another user to buy or sell an item listed on the platform outside of the platform; or
2. Communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller or item; or
3. Contacting another user with the intent to collect any payments.

You acknowledge that all users of the platform are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. You shall not send them personal information including credit card details.
We may periodically review your content and we reserve the right to remove any content in our discretion for any reason whatsoever.
If you learn of any unlawful material or activity on our platform, or any material or activity that breaches these general terms and conditions, you may inform us by contacting us as provided at section 28.

Our rights to use your content
1. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content across our marketing channels and any existing or future media.
2. You grant to us the right to sub-license the rights licensed under section 10.1.
3. You grant to us the right to bring an action for infringement of the rights licensed under section 10.1.
4. Without prejudice to our other rights under these general terms and conditions, if you breach our rules on content in any way, or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish or edit any or all of your content.

Purchases of Alcohol
1. Users who place an order that includes the purchase and/or delivery of alcoholic drinks through the platform must be of legal age. This means that they must be at least the age stipulated by the local legislation applicable in the territory in which the User is placing the order.
2. When placing an order that includes alcoholic drinks, the User confirms that he/she is at least the age stipulated by the local legislation applicable in the territory in which the User is placing the order.
3. Ambata reserves the right to refuse the order for the purchase and/or delivery of alcohol to any person who is unable to prove that they are at least the age stipulated by the local legislation applicable in the territory in which the User is placing the order.
4. This clause will apply in exactly the same way to any other similar product and/or service ordered by a User through the Platform that is reserved for over-18s under the current legislation.
5. Similarly, in those cases and cities in which the sale and/or delivery of alcoholic drinks is restricted during a particular time slot, it is the User’s responsibility to place orders only during the times allowed under the applicable legislation. Ambata reserves the right to refuse the order for the purchase and/or delivery of alcohol outside the permitted times.

Products from Pharmacies
1. In accordance with the current legislation, Ambata does not sell or advertise medicines for human use through the Platform. vendors act as agents of those Users who order, through the Platform, non-prescription drugs for human use for collection.
2. In any event, Ambata guarantees to Users the availability of a pharmacist’s advice before ordering their medication. For this purpose, Ambata has included a chat function so that, in the event of doubt, the User can consult the pharmacist who is to dispense the product(s) through the Platform, all this in order to ensure that the Pharmacist can dispense the correct product.
3. In any event, Ambata will accept no responsibility for Users’ use of the products ordered in the Pharmacy section or be liable for the amounts and/or condition of the products dispensed at pharmacies.
4. In addition, the Platform may provide the pharmacy that dispenses the medicine ordered by the User with the latter’s username and phone number so that it can answer the User’s questions. This disclosure of data will in any event be subject to the User’s express and unambiguous authorization in accordance with the applicable data protection legislation.

Copyright and trademarks
1. Subject to the express provisions of these general terms and conditions:
2. We, together with our licensors, own and control all the copyright and other intellectual property rights on our platform and the material on our website and mobile apps; and
3. All the copyright and other intellectual property rights on our platforms are reserved.
4. Ambata’s logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks, and such use may constitute an infringement of our rights.
5. The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

Data privacy
1. Buyers agree to processing of their personal data in accordance with the terms of Ambata’s Privacy and Cookie Notice.
2. Ambata shall process all personal data obtained through the platform and related services in accordance with the terms of our Privacy and Cookie Notice and Privacy Policy.
3. Vendors shall be directly responsible to buyers for any misuse of their personal data and Ambata shall bear no liability to buyers in respect of any misuse by sellers of their personal data.

Due diligence and audit rights
1. We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the platform.
2. You agree to provide to us all such information, documentation and access to your business premises as we may require:
  1. In order to verify your adherence to, and performance of, your obligations under this Agreement;
  2. For the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
  3. As otherwise required by law or applicable regulation.

Ambata’s role
1. You acknowledge that:
  1. We do not confirm the identity of all platform users, check their credit worthiness or bona fides, or otherwise vet them;
  2. We do not check, audit or monitor all information contained in listings;
  3. We are not party to any contract for the sale or purchase of products advertised on the platform;
  4. We are not involved in any transaction between a buyer and a seller in any way, save that we facilitate a platform for buyers and sellers and process payments on behalf of sellers;
  5. We are not the agents for any buyer or seller, and accordingly we will not be liable to any person in relation to the offer for sale, sale or purchase of any products advertised on our platform; furthermore, we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and we will have no obligation to mediate between the parties to any such contract.

We do not warrant or represent:
1. The completeness or accuracy of the information published on our platform;
2. That the material on the platform is up to date;
3. That the platform will operate without fault; or
4. That the platform or any service on the platform will remain available.

We reserve the right to discontinue or alter any or all of our platform services, and to stop publishing our platform, at any time in our sole discretion without notice or explanation; and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any platform services, or if we stop publishing the platform other than payments due to vendors from a sale on the platform.
We do not guarantee any commercial results concerning the use of the platform.
To the maximum extent permitted by applicable law and subject to section 17.1 below, we exclude all representations and warranties relating to the subject matter of these general terms and conditions, our platform and the use of our platform.

The User’s Obligations
1. Users are fully responsible for the proper use of, and access to, their profile and other Platform contents in accordance with the current legislation, be it national or international, of the Country from which they are using the Platform, as well as with the principles of good faith, morals, generally accepted customs and public order. Specifically, they undertake to diligently comply with these General Terms of Use.
2. Users are responsible for correctly entering their individual usernames and passwords, which are non-transferable and must be sufficiently complex, and for not using the same username and password as on other platforms, all this in order to protect their account from fraudulent use by third parties not belonging to the Platform.
3. Users shall refrain from using their profile and other Platform contents for illegal purposes or with illegal results that harm third-party rights and interests or that may in any way damage, disable, affect or impair the Platform and its contents and services. In addition, they are prohibited from hindering other Users’ normal use or enjoyment of the Platform.
4. Ambata may not be deemed to have editorial responsibility, and it expressly states that it does not identify with any opinions that may be issued by Users of the Platform, whose consequences shall be the sole responsibility of their issuers.
5. Any persons who breach the above obligations shall be liable for any loss or damage caused by them. Ambata will accept no liability for any consequences, loss or damage that may arise from such illegal use or access by third parties.
6. In general, Users undertake, by way of example without limitation:
  1. To refrain from altering or modifying the Platform, in full or in part, by bypassing, disabling or in any other way tampering with, its functions or services;
  2. To refrain from infringing industrial and intellectual property rights or the personal data protection legislation;
  3. To refrain from using the Platform to insult, defame, intimidate or harass other Users or attack their image; - To refrain from accessing other Users’ e-mail accounts;
  4. To refrain from introducing computer viruses, corrupted files or any other software that may cause damage or alterations to Ambata’s or third parties’ contents or systems;
  5. To refrain from sending mass and/or recurring e-mails to a number of people, or from sending third parties’ e-mail addresses without their consent;
  6. To refrain from advertising goods or services without Ambata’s prior consent.

Any User may report another User if he/she believes that the latter is in breach of these General Terms of Use. Similarly, any User may inform Ambata of any abuse or infringement of these terms through the Contact Form. Ambata will check such reports as soon as possible and will take any steps that it may deem appropriate, reserving the right to remove and/or suspend any User from the Platform for breach of these General Terms of Use. Furthermore, Ambata reserves the right to remove and/or suspend any message with illegal or offensive content without the need for a prior warning or subsequent notification.

Limitations and exclusions of liability
1. Nothing in these general terms and conditions will:
  1. Limit any liabilities in any way that is not permitted under applicable law; or
  2. Exclude any liabilities or statutory rights that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this section 18 and elsewhere in these general terms and conditions:
1. Are subject to section 18.1; and
2. Govern all liabilities arising under these general terms and conditions or relating to the subject matter of these general terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these general terms and conditions.

In respect of the services offered to you free of charge we will not be liable to you for any loss or damage of any nature whatsoever.
Our aggregate liability to you in respect of any contract to provide services to you under these general terms and conditions shall not exceed the total amount paid and payable to us under the contract. Each separate transaction on the platform shall constitute a separate contract for the purpose of this section 18.4.
Notwithstanding section 18.4 above, we will not be liable to you for any loss or damage of any nature, including in respect of:
1. Any losses arising out of any event or events beyond our reasonable control;
2. Any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;
3. Any loss or corruption of any data, database or software; or
4. Any special, indirect or consequential loss or damage.

We accept 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 that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the platform or these general terms and conditions (this will not limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

Indemnification
1. You hereby indemnify us, and undertake to keep us indemnified, against:
  1. Any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our platform or any breach by you of any provision of these general terms and conditions, policies or guidelines; and
  2. Any VAT liability or other tax liability that we may incur in relation to any sale, supply or purchase made through our platform, where that liability arises out of your failure to pay, withhold, declare or register to pay any VAT or other tax properly due in any jurisdiction.

Breaches of these general terms and conditions
1. If we permit the registration of an account on our platform it will remain open indefinitely, subject to these general terms and conditions.
2. If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any Ambata codes, policies or guidelines in any way we may:
  1. Temporarily suspend your access to our platform;
  2. Permanently prohibit you from accessing our platform;
  3. Block computers using your IP address from accessing our platform;
  4. Contact any or all of your internet service providers and request that they block your access to our platform;
  5. Suspend or delete your account on our platform; and/or
  6. Commence legal action against you, whether for breach of contract or otherwise.

Where we suspend, prohibit or block your access to our platform or a part of our platform you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

Entire agreement
1. These general terms and conditions and the Ambata codes, policies and guidelines (and in respect of sellers the seller terms and conditions) shall constitute the entire agreement between you and us in relation to your use of our platform and shall supersede all previous agreements between you and us in relation to your use of our platform.

Hierarchy
1. Should these general terms and conditions, the seller terms and conditions, and the Ambata codes, policies and guidelines be in conflict, these terms and conditions, the seller terms and conditions and the Ambata codes, policies and guidelines shall prevail in the order here stated.

Variation
1. We may revise these general terms and conditions, the seller terms and conditions, and the Ambata codes, policies and guidelines from time to time.
2. The revised general terms and conditions shall apply from the date of publication on the platform.

Severability
1. If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
2. If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Assignment
1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions.
2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these general terms and conditions.

Third party rights
1. A contract under these general terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
2. The exercise of the parties' rights under a contract under these general terms and conditions is not subject to the consent of any third party.

Law and jurisdiction
1. These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.
2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.

Our company details
1. The platform is operated by Ambata Platform. We are registered in Kenya under registration number BN-VDCAYP5Z.