O2O Network Limited (“Sabi” or “we” or “our”) operates an e-commerce platform consisting of a mobile application (“Platform”), together with supporting logistics and payment infrastructure, for the sale and purchase of consumer products in Nigeria (“Territory”).
These terms and conditions shall apply to all suppliers registered in this platform
If you register on our platform as a supplier:
If you register on our platform as a supplier you will be able to create a store on the platform, using the supplier portal.
Supplier stores that are submitted may be reviewed for approval, at Sabi’s discretion, before they are operational.
You shall be solely responsible for your store, listings and products and you hereby agree that:
You understand that all businesses conduct on the Platform shall be:
Without prejudice to our other rights to reject, unpublish and/or delete any supplier’s store that breaches these supplier terms and conditions, polices and guidelines by Sabi.
You represent and warrant that you have the right to and shall sell the Goods on the platform free of any charge, lien or other encumbrance.
You shall ensure that the Goods shall:
You must not advertise, buy, sell or supply through our Platform goods that:
We operate a zero tolerance approach to counterfeit products and any attempt to sell counterfeit products on the Platform may result to penalties which include financial penalties, permanently prohibiting you from using the Platform and potentially in prosecution.
Upon receipt of any written request from us, you must supply to us any information and documentation that we may reasonably request in order to verify the authenticity of goods.
You shall be responsible for listing your goods on the platform by uploading a completed product page which shall include prices, detailed information, specifications and images in respect of each product.
You may not publish more than one listing in respect of each product.
You agree to be solely responsible for all listings submitted on our platform and you agree that all listings must:
Listings that are submitted may be individually reviewed and approved, at Sabi’s discretion, before they are published on the platform, and you acknowledge and agree there may be a lead time between submission of the product page and the publishing of the product page on the platform due to time required for Sabi’s quality control operations.
Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any listings that breach these supplier terms and conditions, the general terms and conditions or any Sabi’s policies or guidelines.
You acknowledge and agree that:
You must keep your listings up to date. In particular, you must deactivate any listings in respect of products that have ceased to be available.
All prices of goods shall be stated inclusive of VAT and any other tax applicable to the transaction and in the currency of the territory.
You shall be solely responsible for setting the price of your products on the platform, which may be amended from time to time, including for the purpose of any seasonal or other discounts.
The pricing of your products shall comply with all applicable laws, including competition laws.
Upon receipt of a confirmation of sale from Sabi, you shall:
We may inspect any or all products we receive and we reserve the right to return to you any product that fails to meet the packaging requirements or that fails to pass our quality control checks or any other product requirements set out at section 4.
You shall retain title to and ownership of the products until such time as the products are paid for in full by the buyer to Sabi and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.
We shall bear the risk of loss or damage to the products upon receipt and until delivery to the buyer. Our liability to you in respect of your products in our possession pursuant to this section 6 shall be limited to the cost price of the products and shall be subject to the further limitations and exclusions on liability provided in the general terms and conditions.
Without prejudice to all our rights, we may charge you penalties in respect of breaches of the packaging and delivery of goods. The amount of the penalties that may be charged pursuant to this section 6.5 shall be communicated to the supplier.
You may subscribe through our platform for value added services which may be available from time to time, including but not limited to:
In order to subscribe for any value-added services you may be required to expressly agree to additional terms and conditions in respect of the same. All value added services shall be governed by any such additional terms and conditions, together with these supplier terms and conditions, the general terms and conditions, and the Sabi’s policies and guidelines referenced herein.
Our liability to you in respect of the value added services shall be subject to the limitations and exclusions on liability provided in the general terms and conditions.
We shall charge you a commission in respect of each sale made on the platform and fees in respect of all services available on the platform and any value added services, as further particularized in the commissions and fees page of the platform or the relevant value added service agreement.
In case of promotion funded by Sabi, commission may be calculated based on the selling price, being the price set by supplier at the time of the order.
We reserve the right to charge commissions and/or fees in the event that the sale is not completed, by way of consideration for the costs of our services rendered.
We may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees page of our platform. This will not affect any liability to pay commission that accrues before the new rates are posted or for services that have been previously paid.
All amounts stated on the platform are stated inclusive of VAT and any other taxes applicable to the transaction. The supplier acknowledges that:
The supplier shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the platform with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.
In the event any transaction consists of the importation of products for delivery to the buyer and such transaction may result in the recognition of a permanent establishment for the supplier, the supplier shall be responsible for complying with its tax obligations in the territory where it has created a current or future tax nexus. The supplier understands and acknowledges that consignment fulfillment may create tax nexus e.g. permanent establishment.
Should a competent tax authority determine that Sabi is liable for payment of any taxes (including stamp, excise or customs duties) in respect of the transactions, notably pursuant to sections 9.2 and 9.3 above, you hereby indemnify and hold harmless Sabi in respect of the same. We may make tax-related deductions to payments processed by us on your behalf and remit such deducted amounts to the relevant government or tax authority.
Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.
We shall collect payments from buyers in respect of each product purchased from the platform, and we shall deduct from the same our commissions and, as may be applicable, any fees, charges, taxes, penalties, refunds and any other amounts that you owe to us in respect of any business whatsoever.
We shall remit the proceeds of sale of the products, after all deductions pursuant to section 10.1 above, and remit the remaining funds to you in the currency of the platform’s territory and using such payment mechanism as we may notify to you from time to time.
Evidence of payment to your nominated account shall constitute conclusive evidence of payment and receipt.
You shall be entirely responsible for ensuring that the account details that you upload on the platform are accurate and up to date, and that the account is secure. We shall not be liable for any loss or damage to you that may result from fraud or error in respect of your account.
We shall provide you with an account statement, via the platform, which shall include details of all proceeds of sale of the products, deductions and remittances.
Subject to the applicable laws of the territory, we may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off. Set-off may apply across your accounts if you operate more than one account. For the avoidance of any doubt, the account statement shall serve as such notice of set-off.
In the event that we hold insufficient funds on your behalf for payment of any amounts that you owe us (your account is in debit):
We may delay or suspend payment to you in the event of investigation of a potential fraud or other breach of this agreement.
In the event that the vendor disputes any transaction or statement of account it must report its claim to Sabi within three (3) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.
If we reasonably determine that you have breached these supplier terms and conditions, our general terms and conditions, or any Sabi policies or guidelines, we may:
We may vary the amount of the penalties for breach from time to time but this will not affect any liability to pay penalties that accrue before the new amounts are posted.
The consequences of breach provided at section 11.1 above shall also apply if:
You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.
All information and documents concerning the conduct of business pursuant to these general terms and conditions, including information relating to business methods, procedures, policies and sales information, is strictly confidential unless it is already in the public domain. You shall not use Sabi’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Sabi’s confidential information without our prior written consent.
Suppliers may not send advertising or promotional communications to buyers on the platform without the prior written consent of Sabi, and shall be directly responsible to users of the platform for any misuse of their personal data.
If Sabi is sued, fined, or otherwise incurs expenses as a result of the supplier’s handling of personal data obtained through the platform, the supplier shall indemnify Sabi in respect of the same.
These supplier terms and conditions are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of the territory.
In respect of suppliers operating across multiple platforms operated by Sabi affiliates, each transaction shall be subject to the governing laws and jurisdiction of the territory of the platform on which the transaction took place.
We will ask for your express agreement to any revisions of these supplier terms and conditions and the general terms and conditions within such period as we may specify; and if you do not give your express agreement to the revised versions within such period as we may specify, you shall be deemed to have consented. If you expressly reject any such revisions, you may be deemed by us to have terminated the agreement and we may disable or delete your account on the platform.
These supplier terms and conditions and, the general terms and conditions, and the Sabi policies and guidelines 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.
O2O Network Limited (“Sabi” or “we” or “us”) operates an e-commerce platform consisting of a website and mobile application (“Platform”), together with supporting logistics and payment infrastructure, for the sale and purchase of consumer products in Nigeria (“territory”).
These general terms and conditions shall apply to buyers and sellers on the platform and shall govern your use of the platform and related services.
By using our platform, you accept these general terms and conditions in full. 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:
You may not register with our platform if you are under 18 years of age (by using our platform or agreeing to these general terms and conditions, you warrant and represent to us that you are at least 18 years of age).
You may register for an account with our platform by completing and submitting the registration form on our platform.
You represent and warrant that all information provided in the registration form is complete and accurate.
If you register for an account with our platform, you will be asked to provide an email address/user ID and password and you agree to:
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 this shall be at your own risk.
We may suspend or cancel your account, and/or edit your account details, at any time in our sole discretion and without notice or explanation, providing that if we cancel any products or services you have paid for but not received, and you have not breached these general terms and conditions, we will refund you in respect of the same.
You may cancel your account on our platform by contacting us as provided at section 23.
You acknowledge and agree that:
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:
Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with the returns page on 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 page on the platform, as may be amended from time to time. Our rules on refunds shall be exercised in our discretion, subject to applicable laws of the territory. We may offer refunds, in our discretion:
Returned products shall be accepted and refunds issued by Sabi, 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.
You must make payments due under these general terms and conditions in accordance with the Payments Information and Guidelines on the platform.
In these general terms and conditions, "your content" means:
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 behaviour on the internet, and must not:
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:
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: (i) contacting another user to buy or sell an item listed on the platform outside of the platform; or (ii) communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller or item; or (iii) 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 23.
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.
You grant to us the right to sub-license the rights licensed under section 7.
You grant to us the right to bring an action for infringement of the rights licensed under section 7.
You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
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.
In this section 8 words “platform” and "website” shall be used interchangeably to refer to Sabi’s websites and mobile applications.
Except as expressly permitted by section 8.2 or the other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.
You may only use our website for your own personal and business purposes in respect of selling or purchasing products on the platform.
Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.
Unless you own or control the relevant rights in the material, you must not:
Notwithstanding section 8, you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.
We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.
You must not:
Subject to the express provisions of these general terms and conditions:
Sabi’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.
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.
Buyers agree to processing of their personal data in accordance with the terms of Sabi’s Privacy and Cookie Notice.
Sellers shall be directly responsible to buyers for any misuse of their personal data and Sabi shall bear no liability to buyers in respect of any misuse by sellers of their personal data.
We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the platform.
You agree to provide to us all such information, documentation and access to your business premises as we may require:
You acknowledge that:
We do not warrant or represent:
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.
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 13 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.
Nothing in these general terms and conditions will:
The limitations and exclusions of liability set out in this section 13 and elsewhere 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 13.
Notwithstanding section 13 above, we will not be liable to you for any loss or damage of any nature, including in respect of:
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).
Our platform includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. We have no control over third party websites and their contents, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
You hereby indemnify us, and undertake to keep us indemnified, against:
If we permit the registration of an account on our platform it will remain open indefinitely, subject to these general terms and conditions.
If you breach these general terms and conditions, or if we reasonably suspect that you have breached these general terms and conditions or any Sabi codes, policies or guidelines in any way we may:
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).
These general terms and conditions and the Sabi 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.
Should these general terms and conditions, the seller terms and conditions, and the Sabi codes, policies and guidelines be in conflict, these terms and conditions, the seller terms and conditions and the Sabi codes, policies and guidelines shall prevail in the order here stated.
We may revise these general terms and conditions, the seller terms and conditions, and the Sabi codes, policies and guidelines from time to time.
The revised general terms and conditions shall apply from the date of publication on the platform.
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.
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.
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.
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.
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.
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.
These general terms and conditions shall be governed by and construed in accordance with the laws of the territory.
Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.
The platform is operated by O2O Network Limited. We are registered in Nigeria under registration number RC 1790454, and our head office is at 3b Tiamiyu Savage Street, Victoria Island, Lagos. You can contact us by using our platform contact