Term & Conditions Page


TRANSACTION SERVICES AGREEMENT

PART A:  SECOND VERSION - (APPLICABLE FROM 18TH OCTOBER 2021)

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS AND WHERE EVER THE TERM AFIAANYI.COM OR AFIAANYI SERVICES LIMITED OR ANY OF ITS OWNED PLATFORMS NAME APPEAR, KINDLY NOTE THAT IT REPRESENTS SAME. THIS AGREEMENT RELATES TO AFIAANYI ONLINE PLATFORMS AND PROKITCHEN ONLINE PLATFORMS. 

 

Thank you for trading on Afiaanyi.com’s web-based transaction platforms. This Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Afiaanyi.com (defined below) from time to time which relate to (a) the Afiaanyi.com e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.afiaanyi.com” and the mobile applications of the Afiaanyi.com e-commerce platform (the “Afiaanyi Sites”); and (b) the Prokitchen food platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locators “www.prokitchen.ng”, the Prokitchen food platforms, (collectively the “Prokitchen Sites”), (with Afiaanyi Sites and Prokitchen Sites collectively the “Sites”).  This Agreement contains various limitations on Afiaanyi.com’s transaction services offered through the Sites as well as gives various powers and authority to Afiaanyi.com with respect to online transactions effected using Afiaanyi.com’s transaction services offered through the Sites.  This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.  You should read this Agreement and, to the extent as applicable, the relevant Transactional Terms (defined in clause 1.2 below), and other rules and policies of Afiaanyi.com (including those specified in clause 1.3), as well as (i) the Afiaanyi.com Supplemental Services Agreement between you as a User and Alibaba.com (as defined below) (the “Alibaba.com Supplemental Services Agreement”) carefully which are hereby incorporated into this Agreement by reference.


 


1.  APPLICATION AND ACCEPTANCE OF TERMS


1.1 CONTRACTING PARTY: This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Afiaanyi.com contracting entity determined in accordance with this clause 1.1 (“Afiaanyi.com” or “we”) for use of Afiaanyi.com’s certain transaction services offered through the Sites as described hereunder

 

If you are from outside Nigeria, you are contracting with Afiaanyi.com, Afiaanyi Services Limited (incorporated in Nigeria with Company RC. 1558577). 

 

If you are from Nigeria, you are contracting with Afiaanyi.com, Afiaanyi Services Limited.


Notwithstanding anything to the contrary in the forgoing provisions of this clause 1.1, if you are resident in or access and use the Prokitchen Sites from any of the Relevant Jurisdictions shall mean Nigeria, you are contracting with Afiaanyi Services Limited. Afiaanyi Services Limited provides Transaction Services to Members who sell to buyers from any of the Relevant Jurisdictions. Afiaanyi Services Limited is a service provider for Afiaanyi.com (incorporated in Nigeria with Company RC. 1558577). “Relevant Jurisdictions” shall mean the Federal Republic of Nigeria, United States of America, Asia, Europe and Africa.

 

1.2 TRANSACTIONAL TERMS: Afiaanyi.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement.  Afiaanyi.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time.  Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

 

1.3 GENERAL TERMS: You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”).  The General Terms include without limitation:

● Terms of Use;

● Free Membership Agreement

● Product Listing Policy;

● Afiaanyi.com Privacy Policy (for users who access or use the Sites relating to the Afiaanyi.com e-commerce platform) and the Afiaanyi.com Privacy Policy, or the Privacy Policy of “prokitchen.ng” which is currently at ww.prokitchen.ng (for users who access or use the prokitchen food platforms or prokitchen Sites) (collectively, the “Privacy Policy”) ; and 

● Intellectual Property Right (IPR) Protection Policy.

 

1.4 BINDING AGREEMENT: This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Afiaanyi.com Supplemental Services Agreement, form a legally binding agreement between you and Afiaanyi.com in relation to your use of the Transaction Services.  By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement.  Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.

 

1.5 AMENDMENTS: Afiaanyi.com may amend any terms of this Agreement including the Transactional Terms, the General Terms, the Afiaanyi.com Supplemental Services Agreement and other related agreements at any time, except to the extent prohibited by applicable law, by posting the relevant amended and restated version on the Sites.  The amended terms shall be effective immediately upon posting, except to the extent prohibited by applicable law.  We will endeavor to give you advance notice of material changes to this Agreement.  By continuing to use the Transaction Services, you agree that the amended terms will apply to you.  This Agreement may not otherwise be amended except in writing by an authorized officer of Afiaanyi.com.

 

1.6 LANGUAGE VERSION: If Afiaanyi.com has posted or provided a translation of the English version of any terms of this Agreement, including the Transactional Terms, the General Terms and other related agreements, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services, except to the extent prohibited by applicable law.

 

1.7 AFIAANYI.COM AFFILIATES:  Some of the Transaction Services may be supported by our affiliates.

 

1.8 ADDITIONAL TERMS:  In some cases, you may be required to additionally enter into a separate agreement with Afiaanyi.com or our affiliates in connection with the Transaction Services (“Additional Terms”).  If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (defined below in clause 2.1), as appropriate.

 

1.9 MEMBERSHIP SERVICES:  This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

 

2.  TRANSACTION SERVICES


2.1 TRANSACTION SERVICES:  Afiaanyi.com’s Transaction Services are designed to facilitate registered members of the Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites (“Online Transactions”), which may include certain services which will be either supported by (i) Afiaanyi.com. Alibaba.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. Afiaanyi.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Afiaanyi.com.

 

2.2 MEMBERS ONLY: Afiaanyi.com’s Transaction Services are only available to registered members of the Sites.  If your subscription to the paid or free membership of the Sites expires or is terminated early for any reason, you are not eligible to use the Transaction Services.  In the event that you have a valid Online Transaction under this Agreement at the point at which your paid or free membership registration on the Sites is terminated, Afiaanyi.com shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Afiaanyi.com considers appropriate in its sole discretion.   If you are a Seller, you are required to provide a valid bank account subject to verification and confirmation by Afiaanyi.com and our affiliates.

 

2.3 TYPES OF TRANSACTIONS: Afiaanyi.com’s Transaction Services are available to those types of Online Transactions permitted by Afiaanyi.com only.  For any type of Online Transactions, Afiaanyi.com may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms.  The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions.  No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.

 

2.4 LAWFUL ITEMS: The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause. You shall not use the Transaction Services in connection with any Online Transaction.


(A) AFIAANYI.COM SUPPLEMENTAL SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

This services agreement (the “Agreement”) is made between you, as a User (as defined below), and the Afiaanyi.com entity listed below (“Afiaanyi.com” or “we”), which supplements the Afiaanyi.com Transaction Services Agreement regarding your use of the Afiaanyi.com Supplemental Services (as defined below) provided to registered members of the www.afiaanyi.com online site (“Afiaanyi.com Site”). If you are registered or resident outside Nigeria, you are contracting with Afiaanyi Services Limited (incorporated in Nigeria with Company RC 1558577). If you are registered or resident in Nigeria, you are contracting with Afiaanyi.com and its affiliate(s) which provides technical support in connection with the transaction services utilizing its strengths in network technologies, etc.


1. ACCEPTANCE OF TERMS


1.1. You acknowledge that you have read this Agreement prior to your use of Afiannyi.com Supplemental Services.  Each time you use Afiaanyi.com Supplemental Services you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.

1.2. As some or part of the Afiaanyi.com Supplemental Services may be supported and provided by affiliates of Afiaanyi.com, Alibaba.com may delegate some of the Afiaanyi.com Supplemental Services to its affiliates.

1.3. We may amend this Agreement at any time by posting an updated version at www.afiaanyi.com (the “Afiaanyi.com Site”).   The updated version of this Agreement shall take effect immediately upon posting.   By continuing to use the Afiaanyi.com Supplemental Services, you agree to that the amended terms will apply to you.


2. Afiaanyi.com Supplemental Services


2.1. The “Afiaanyi.com Supplemental Services” are services provided by Afiaanyi.com and our affiliates to facilitate payments in connection with the online transactions concluded on and through the Afiaanyi.com Sites.  These transactions (“Online Transactions”) are subject to the Afiaanyi.com Transaction Services Agreement.  Unless otherwise defined in this Agreement, the capitalized terms shall have the same meanings as used in the Afiaanyi.com Transaction Services Agreement.

2.2   The Afiaanyi.com Supplemental Services are only available to the registered members of the Afiaanyi.com Sites (“Users”).  A User who purchases or acquires any product or service in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any product or service in an Online Transaction is also referred to as a “Seller”. If your subscription to any membership services of the Afiaany.com Sites expires or is terminated for any reason, you are not eligible to use the Afiaanyi.com Supplemental Services to conclude online transactions on Afiaanyi.com Sites.  In addition, Afiaanyi.com is not obliged to provide the Afiaanyi.com Supplemental Services where the bank account designated by a Seller in an Online Transaction to receive the transaction price has not been verified and confirmed by Afiaanyi.com and our affiliates.

2.3. Afiaanyi.com shall have the right to refuse to provide the Afiaanyi.com Supplemental Services for any Online Transaction if (a) the Online Transaction does not satisfy the terms and conditions in the Afiaanyi.com Transaction Services Agreement or the other applicable terms, rules and policies concerning Afiaanyi.com’s transaction services under the Afiaanyi.com Transaction Services Agreement in accordance with Afiaanyi.com’s instructions or (b) if Afiaanyi.com has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject Afiaanyi.com or any of our affiliates to liability.

2.4. You agree that Afiaanyi.com shall have the sole and absolute discretion to remit funds subject to the terms of this Agreement.


3. AFIAANYI.COM SUPPLEMENTAL SERVICES FOR ONLINE TRANSACTIONS

3.1. Buyer of an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Afiaanyi.com Website or unless another option is made available directly by Afiaanyi.com on the Afiaanyi.com Site.  When using Afiaanyi.com to submit payment for an Afiaanyi.com Online Transaction, payments are processed through accounts owned by Afiaanyi.com. The funds are received for the Seller in accordance with the Afiaanyi.com Transaction Services Agreement. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Afiaanyi.com constitutes final payment to the Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Afiaanyi.com’s account. The payment must be made in US Dollar or any other currencies as supported by Afiaanyi.com from time to time.  

3.2. Upon receipt of the Buyer’s payment, Afiaanyi Services Limited shall promptly notify Afiaanyi.com Sites of the details of the payment.  Afiaanyi Services Limited shall also monitor and keep safe custody of the received funds and shall not release the funds unless an event set forth in clause 3.3 below occurs.    

3.3. Afiaanyi.com shall retain the funds received in connection with an Online Transaction unless, as agreed between Seller and Afiaanyi Services Limited and afiaanyi.com, any of the following events occurs:

(a) In case of the successful completion of the Online Transaction upon Buyer’s confirmation, all the funds will be remitted to Seller;

(b)  In case of absence of the Buyer‘s confirmation of receipt of the goods within the time limit prescribed by Seller and as agreed by Afiaanyi.com, all the funds will be remitted to Seller;

(c)  In case of the cancellation of the Online Transaction, all the funds will be refunded to the Buyer;

(d)  In case of any settlement agreement reached by Buyer and Seller, the funds will be disposed of in accordance with such settlement agreement;

(e)  in case that a dispute in relation to Transaction Services has been submitted to Afiaanyi.com Sites for Afiaanyi.com’s determination and Afiaanyi Servicers limited determination has become final and binding according to clause 10 of the Afiaanyi.com Transaction Services Agreement, the funds will be disposed in accordance with Afiaanyi.com’s determination; or

(f) If Afiaanyi.com or our affiliates receive any order, ruling, award, or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, the funds will be disposed of in accordance with such order, ruling, award, or judgment.

Afiaanyi.com is not holding any funds on behalf of the Buyer, or in any escrow or trust relationship. The seller has requested that the settlement of funds to the Seller be delayed as provided in this clause 3.3.


3.4. You acknowledge that Afiaanyi.com may also provide a buyer protection plan for certain Online Transactions.  In case of Seller who has been offered to subscribe to the buyer protection plan, upon entering into a separate agreement with Afiaanyi.com, Seller may be required to provide deposits using the methods as designated by Afiaanyi.com on the Afiaanyi.com Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan.  Seller agrees to permit and hereby authorize Afiaanyi.com, which in turn instructs Afiaanyi.com to deduct, withhold and dispose of any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope.  Services described under clause 3.3 of this Agreement will not be applicable to you if Seller subscribed to the buyer protection plan and such plan already covers your purchase.

3.5. When releasing any funds, Afiaanyi.com shall have the right to deduct any financial charges or service fees due and payable to Afiaanyi.com (if any) in such amount as instructed by Afiaanyi.com pursuant to the agreement between Seller and Afiaanyi.com.

3.6. In the event that the Buyer makes payment in a currency that is different from the currency stated in the transaction price of the Online Transaction, any refund made by Afiaanyi.com to the Buyer pursuant to this Agreement shall be made in the currency used by the Buyer in the Online Transaction, at the exchange rate utilized by Afiaanyi.com to convert from the currency stated in the transaction price as at the date of refund (or such other applicable date), less any applicable charges or fees set out in Clause 3.5 of this Agreement.  Due to currency fluctuations, such amount refunded may be less than the amount paid by the Buyer in the Online Transaction, and Afiaanyi.com shall not be liable to any party for any difference in the amount refunded attributable to currency conversion costs or exchange rate movements.

3.7. Unclaimed funds will be held by Afiaanyi.com for a period of five years as instructed by Afiaanyi.com, at which time, the Seller will be deemed to have waived any claim in respect of such funds or if required by applicable escheat laws, we will remit the funds (less any fees, if any and to the extent permitted under applicable laws) to the relevant competent authority.  You hereby agree that upon expiry of such period or upon remittance of such funds to the relevant competent authority in accordance to the applicable escheat laws, Afiaanyi.com will be relieved of any further obligation to pay those unclaimed funds to you.

3.8. You acknowledge and agree that Afiaanyi.com may receive interest for the funds held on behalf of you pursuant to Afiaanyi.com Supplemental Services rendered to you in accordance with applicable laws and you will not receive interest or other profits in relation to the Afiaanyi.com Supplemental Services.


4. USERS’ RESPONSIBILITIES


4.1. All Online Transactions are concluded by and between Users only. You shall complete Online Transactions in accordance with the Afiaanyi.com Transaction Services Agreement and Afiaanyi.com Sites’ terms, rules and policies.  You agree that you will not hold Afiaanyi.com and our affiliates or agents liable for any Online Transaction or any products or services supplied under any Online Transaction.

4.2. You agree to give all notices, provide all necessary information, materials, and approval, and render all reasonable assistance and cooperation necessary for Afiaanyi.com’s provision of the Afiaanyi.com Supplemental Services.  If your failure to do so results in any delay in the provision of any Afiannyi.com Supplemental Services or cancellation of any Online Transaction, Afiaanyi.com and our affiliates shall not be liable for any loss or damages arising from such delay.

4.3. You represent and warrant that:

(a) You will use the Afiaanyi.com Supplemental Services in good faith and in compliance with all applicable laws and regulations;

(b) The information and material you provide in connection with the use of the Afiaanyi.com Supplemental Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c) you will not use the Afiaanyi.com Supplemental Services to defraud Afiaanyi.com, our affiliates or other members or users or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law);

(d) in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights;

(e) In case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f) In case that you are a Seller of services, you will provide the services ordered with reasonable care and skills; and

(g) In case that you are a Seller of products that require a warning under California Health & Safety Code Section 25249.6 (a "Proposition 65 Warning”) you (a) will promptly display a Proposition 65 Warning on the product detail page as required under the relevant law; (b) authorize Afiaanyi.com to display a Proposition 65 Warning on your behalf; and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning needs to be modified or is no longer legally required, as the case may be.

4.4 If in Afiaanyi.com’s opinion, any User is not acting in good faith, abusing the Afiaanyi.com Supplemental Services, or in breach of this Agreement, Afiaanyi.com shall have the right to cancel the Online Transaction.

4.5 You as the User shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied through the Afiaanyi.com Supplemental Services or otherwise arising from the Online Transaction.

4.6 You agree to indemnify Afiaanyi.com and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Afiaanyi.com Supplemental Services or from User’s breach of this Agreement.  Afiaanyi.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with Afiaanyi.com in asserting any available defenses.


5. PERSONAL DATA PRIVACY


5.1 You agree that we may collect, hold, use and transfer your personal data in accordance with the Privacy Policy of the Afiaanyi.com Sites.



6. SUSPENSION OF SYSTEMS


6.1 If you are unable to use the Afiaanyi.com Supplemental Services directly or indirectly due to any of the following reasons, you agree you will not hold Afiaanyi.com its affiliates or agents liable for any default, delay or failure in performing its obligations under this Agreement:

(a) System suspension which has been announced by Afiaanyi.com in advance;

(b) Any Force Majeure Event (as defined under Clause 8).


7. DISCLAIMER AND LIMITATION OF LIABILITY


7.1 Afiaanyi.com will only be liable for the obligations expressly set forth in this Agreement.

7.2 You agree that all risks arising from the Online Transaction will be borne by you and your counterparty.

7.3. Users’ information is provided by Users themselves. Afiaanyi.com makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.

7.4 Afiaanyi.com makes no warranty regarding the Afiaanyi.com Supplemental Services or any products or services supplied by the sellers under any Online Transaction, including but not limited to:

(a)  The Afiaanyi.com Supplemental Services will meet your requirements;

(b)  The Afiaanyi.com Supplemental Services will be uninterrupted, timely or error-free; OR

(c)  Any products, information or material obtained by you in connection with the Afiaanyi.com Supplemental Services will meet your requirements.


7.5 Any proposal or material that you may obtain from Afiaanyi.com or our staff or through the use of the Afiaanyi.com Supplemental Services, whether in writing or oral, shall not constitute Afiaanyi.com’s warranty regarding the Afiaanyi.com Supplemental Services.

7.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES. ANY AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

7.7 TO THE FULL EXTENT PERMITTED BY LAW, AFIAANYI.COM AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHER ECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE AFIAANYI.COM SUPPLEMENTAL SERVICES.

7.8   THE AGGREGATE LIABILITY OF AFIAANYI.COM AND OUR AFFILIATES ARISING FROM THE AFIAANYI.COM SUPPLEMENTAL SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATIONS THAT AFIAANYI.COM MAY DERIVE FROM SUCH TRANSACTION.

7.9 By using the Afiaanyi.com Supplemental Services, you acknowledge and agree that Afiaanyi.com is not a bank and the Afiaanyi.com Supplemental Services should in no way be construed as the provision of banking services.  Afiaanyi.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Afiaanyi.com Supplemental Services.  Afiaanyi.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Afiaanyi.com Sites.

7.10 Some states do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you.  You may also have other rights that vary from state to state.

7.11 If you have a dispute with other parties, you release us (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  If you are a California resident, you agree to waive California Civil Code Section 1542, which states, in part: “A general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.”


8. FORCE MAJEURE

Under no circumstances shall Afiaanyi.com, our affiliates and/or agents be held liable for any delay or failure or disruption in performing our respective obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.


9. JURISDICTION


9.1. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the Republic of Singapore. Except as otherwise stipulated under applicable law, you irrevocably consent to the exclusive jurisdiction of the courts of the Republic of Singapore, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

9.2. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Afiaanyi.com Supplemental Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.  If any Dispute arises between Buyer and Seller in connection with an Online Transaction, you agree that such Dispute shall be resolved in accordance with the procedures set forth in clause 10 of the Afiaanyi.com Transaction Services Agreement only. If you initiate any legal proceedings against Afiaanyi.com or our affiliates in breach of clause 10 of the Afiaanyi.com Transaction Services Agreement, you shall indemnify and hold Afiaanyi.com and our affiliates, agents, employees, directors, officers and agents harmless and indemnified against any claim, losses, damages that may be suffered by us.

9.3. In any event, you may not make any claim against Afiaanyi.com or our affiliates under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.

9.4 Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.


10. GENERAL PROVISIONS


10.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

10.2. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

10.3. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

10.4. Any failure by Afiaanyi.com to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

10.5. Afiaanyi.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  Afiaanyi.com may delegate certain of Afiaanyi.com rights and responsibilities under this Agreement to independent contractors or other third parties.  User may not assign, in whole or part, this Agreement to any person or entity.

10.6. If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.

ay infringe Afiaanyi.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;

(b) May be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy; or

(c) May be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the Afiaanyi.com Supplemental Services Agreement.

Alibaba.com shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause 2.4. 


2.5 REFUSE OR CANCEL TRANSACTIONS:  Apart from clause 2.4, Afiaanyi.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or cancelled include where problems are identified by our credit and fraud control department, where Afiaanyi.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Afiaanyi.com or any of our affiliates to liability.  Afiaanyi.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Afiaanyi.com upon request. 

2.6 PROKITCHEN SERVICES AND AFIAANYI.COM SUPPLEMENTAL SERVICES.

(a) Afiaanyi.com may, through its affiliates provide certain services for certain Online Transactions (“Afiaanyi.com Supplemental Services”). Afiaanyi.com Supplemental Services are provided by Afiaanyi.com to receive payment of funds in support of Sites for the Online Transactions.  The Afiaanyi.com Supplemental Services are provided in accordance with the terms and conditions set out in the Afiaanyi.com Supplemental Services Agreement.

 

(b) BUYER PROTECTION PLAN:  Afiaanyi.com may also provide buyer protection plan for certain Online Transactions.  In case of Seller who has been offered to subscribe to the buyer protection plan, upon entering into a separate agreement with Afiaanyi.com (as the case may be), Seller may be required to provide deposits using the methods as designated by Afiaanyi.com on the Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan. Seller agrees to permit and hereby authorizes Afiaanyi.com to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope under clause 3.4 of the Alibaba.com Supplemental Services under clause 3.4 of the Afiaanyi.com Supplemental Services Agreement will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. Buyer acknowledges and agrees Afiaanyi.com and Seller may add guarantees for the buyer on such Online Transactions within the scope of buyer protection plan without further notifying Buyer. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the Seller.

 

2.7 TRANSACTIONAL TERMS:  For any type of Online Transactions, Afiaanyi.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

 

2.8 DISPUTES BETWEEN BUYERS AND SELLERS: You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Afiaanyi.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party.  Upon receipt of a Dispute, Afiaanyi.com shall have the right to request either or both of Buyer and Seller to provide supporting documents.  You agree that Afiaanyi.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Afiaanyi.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.   Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate.  You agree not to hold Afiaanyi.com and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify Afiaanyi.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.

 

2.9 POWERS OF AFIAANYI.COM: You expressly acknowledge and agree that Afiaanyi.com shall have the full power, authority and discretion to reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any dispute between buyer and seller including the remittance of the funds under an online transaction that are held as instructed by Afiaanyi.com in accordance with this Agreement and the relevant Transactional Terms.  You also acknowledge that this Agreement, the Afiaanyi.com Supplemental Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction.  You agree and accept that Afiaanyi.com shall have the right to modify or supplement the Transactional Terms at any time, except to the extent prohibited by applicable law.  You further agree and accept that Afiaanyi.com shall have the right to make determinations wherever Afiaanyi.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement, except to the extent prohibited by applicable law.

 

2.10 AFIAANYI.COM’S RECORD: In case of any dispute in connection with any Online Transaction, the records of Afiaanyi.com shall take precedence and be conclusive, except to the extent prohibited by applicable law.

 

2.11 TRANSACTIONS INVOLVING A THIRD PARTY FINANCE PROVIDER.

You agree that:

(a) Afiaanyi.com does not guarantee any third party finance provider (the “Lender”) will provide financing to Buyer (defined in clause 3 below) in connection with the Online Transaction and shall not be held liable to either Buyer or Seller (defined in clause 3 below) in connection with any third party financing in connection with the Online Transaction;

(b) Each of Buyer and Seller hereby authorizes Afiaanyi.com to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and

(c) Any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer.  Notwithstanding the power given to Afiaanyi.com under this Agreement, it is not Afiaanyi.com’s obligation to resolve or assist in any way in the resolution of such dispute.


3.  TRANSACTIONS BETWEEN SELLERS AND BUYERS


3.1 SELLER AND BUYER: For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
 

3.2 ONLINE ORDER: Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Sites.  Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that, and except to the extent prohibited by applicable law:

(a) for all transactions concluded on www.afiaanyi.com or afiaanyi.shop or prokitchen.ng website, mobile site, applications or mobile-optimized applications, the Buyer shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between the Buyer and Seller,

(b) for all transactions concluded on https://tmall.afiaanyi.com, www.afiaanyi.shop or prokitchen.ng or the mobile applications relating thereto, all risks of damage and loss of products purchased by a Buyer under a transaction will be borne solely by the Buyer upon physical delivery to the specified address, and

(c) without prejudice to b) above, title to the products purchased by Buyers from the abroad shop on https://tmall.afiaanyi.com or afiaanyi.shop (or the mobile applications relating thereto), will transfer from a Seller to a Buyer upon the Buyer’s confirmation as provided upon occurrence of the event in clause 3.3(a) of the Afiaanyi.com Supplemental Services Agreement or clause 3.3(a)  (as the case may be), or expiration of the prescribed time limit as provided in clause 3.3(b) of the Afiaanyi.com Supplemental Services Agreement  (as the case may be). 

Afiaanyi.com may refuse to process or cancel, without liability for any losses or damages arising out of or in connection with such refusal or cancellation, any Online Transaction which in Afiaanyi.com’s reasonable opinion, has insufficient information to constitute a binding contract.

 

3.3. ONLINE TRANSACTIONS SUBJECT TO THIS AGREEMENT: An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms.  Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement.  Seller or Buyer may only cancel any Online Transaction in accordance with the relevant Transactional Terms.

 

3.4 TRANSACTION BETWEEN SELLER AND BUYER ONLY: Each Online Transaction is made by and between a Seller and a Buyer only.  Despite that Afiaanyi.com makes available the Transaction Services and, if applicable, may conduct formality review(s) of an Online Transaction, Afiaanyi.com shall not be considered as a party to the Online Transaction.  Afiaanyi.com does not represent the Seller nor the Buyer in any Online Transaction.  Afiaanyi.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either Seller or Buyer to complete any Online Transaction (except to the extent prohibited by applicable law).  You agree that you will not hold Afiaanyi.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.

 

3.5 PAYMENT OF CONTRACT PRICE: For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through the services of Afiaanyi.com unless another option is made available directly by Afiaanyi.com on the Sites.  When using Afiaanyi.com to submit payment for an www.afiaanyi.com or www.fiaanyi.shop or prokitchen.ng Online Transaction, payments are processed through accounts owned by Afiaanyi Services Limited or one of its affiliates and/or a registered third party service provider acting on Afiaanyi.com’s behalf, and (in the case of Online Transaction through Afiaanyi.com) processed through accounts owned by Afiaanyi Services Limited or one of its affiliates and/or a registered third party service provider acting on Afiaanyi.com’s behalf.  The funds are received for the Seller in accordance with the Transaction Services Agreement.  Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Afiaanyi.com (as the case may be) constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Afiaanyi.com’s account.

  

In the case the Online Transaction adopts Afiaanyi.com Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Afiaanyi.com.  Afiaanyi.com shall not dispose of any such fund except in accordance with Afiaanyi.com’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Afiaanyi.com Supplemental Services Agreement.  Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Afiaanyi.com Supplemental Services Agreement.

 

By using the Afiaanyi.com Supplemental Services, you acknowledge and agree that Afiaanyi.com is not a bank and the Afiaanyi.com Supplemental Services should in no way be construed as the provision of banking services.  Afiaanyi.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Afiaanyi.com Supplemental Services.  Afiaanyi.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Afiaanyi.com Supplemental Services. 

 

3.6 PAYMENT METHODS:  Please note that the payment methods available on the Sites may be provided by Afiaanyi.com’s partners.  If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Afiaanyi.com has the right to refund the money so requested by the payment service partner without liability to Seller.  Afiaanyi.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners.  However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.

 

3.7 THIRD PARTY VENDORS: You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, warranty, etc.   Some of such third party vendors may be partners of Afiaanyi.com and thus designated by Afiaanyi.com to you.  Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites. You agree that unless otherwise arranged between Afiaanyi.com and you, the buyers and sellers on Afiaanyi.com platform are responsible for arranging for the shipment of the products independently of the Afiaanyi.com platform. For users who access or use the Sites relating to the Afiaanyi.com e-commerce platform, unless otherwise agreed between the buyers and sellers on Afiaanyi.com, the buyers are responsible for the last mile delivery once the products have been delivered in accordance with the Inco terms agreed between the relevant buyers and sellers. Notwithstanding the foregoing, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Afiaanyi.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Terms of Use and Privacy Policy (as defined above).

 

In addition, in case the buyer engages any services through Afiaanyi.com or that any such service is engaged in connection with a transaction on Afiaanyi.com for which the online payment settlement will be processed by Afiaanyi.com, the seller shall be deemed to have instructed Afiaanyi.com to transmit the relevant payment instruction from Afiaanyi.com' system to afiaanyi.com payment system, in order to apply the amount payable by the buyer to the third party vendor for the services so engaged from the amount paid by the buyer to the third party vendor’s account.

 

3.8 YOUR AGENT: If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you.  If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

 

4. AFIAANYI.COM SERVICE FEES


4.1 SERVICE FEES: Afiaanyi.com charges service fees for Online Transactions according to the fee schedules announced by Afiaanyi.com on the Sites.  Afiaanyi.com reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites.  In a case where the Online Transaction adopts other Services, you hereby authorize Afiaanyi.com to instruct other services or, with respect to payments originating in a Relevant Jurisdiction, Afiaanyi.com to deduct any service fees that are due and payable to Afiaanyi.com under an Online Transaction and to pay the same to Afiaanyi.com when other services releases any amount held by it under the Online Transaction. Neither Afiaanyi.com nor Afiaanyi platforms has any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

 

4.2 THIRD PARTY FEES NOT INCLUDED: The service fees charged by Afiaanyi.com do not include any fees (including all taxes) for any service or product that you may acquire or purchase from third party vendors in connection with the Online Transaction.  It shall be your responsibility to settle the fees with such third party vendors.

 

4.3 TAXES, FINANCIAL CHARGES NOT INCLUDED: All fees charged by Afiaanyi.com are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges.  You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. You further agree that you are responsible for paying any and all applicable taxes associated with the transactions on Afiaanyi.com (including, without limitation, any applicable VAT or sales tax) and agree to indemnify Afiaanyi.com for failing to pay any applicable taxes.  In the event Afiaanyi.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Afiaanyi.com.  You will also be liable for any financial charges for remission of funds to you, and Afiaanyi.com shall have the right to pay such charges from such funds.  Afiaanyi.com and its platforms shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.

 

5.  MEMBER’S RESPONSIBILITIES


5.1 PROVISION OF INFORMATION AND ASSISTANCE:  You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Afiaanyi.com’s provision of the Transaction Services.  If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Afiaanyi.com shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
 

5.2 REPRESENTATIONS AND WARRANTIES:  You represent and warrant that:

(a) You will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;

(b) All information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c) You will not use the Transaction Services to defraud Afiaanyi.com, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and

(d)  in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and

(e) In case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements;

(f) In case that you are a Seller of services, you will provide the services ordered with reasonable care and skills; and

(g) In case that you are a Seller of products which require a warning under California Health & Safety Code Section 25249.6 (a "Proposition 65 Warning”) you (a) will promptly display a Proposition 65 Warning on the product detail page as required under the relevant law; (b) authorize Afiaanyi.com to display a Proposition 65 Warning on your behalf; and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning needs to be modified or is no longer legally required, as the case may be.

 

5.3. BREACHES: If you are, in Afiaanyi.com’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Agreement, Afiaanyi.com shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation.  Except to the extent prohibited by applicable law, Afiaanyi.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Sites.  Alibaba.com also reserves the right to, except to the extent prohibited by applicable law, (i) Temporarily suspend the transaction functionalities of your account with Alibaba.com for a; prescribed period determined by Afiaanyi.com, or permanently terminate the use of your Afiaanyi.com account and/or 

(ii) Authorize any Afiaanyi platforms to temporarily suspend the transaction functionalities of your account for a prescribed period determined by Afiaanyi.com, or permanently terminate the use of your account without any liability for any losses or damages arising out of or in connection with such suspension or termination.  Afiaanyi.com may also publish the findings, penalties and other records regarding the breaches on the sites.

 

5.4. OBLIGATIONS TO PAY TAXES: You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions, except to the extent that Afiaanyi.com calculates, collects or remits taxes in relation to the Online Transactions according to applicable law.

 

5.5 FEEDBACK SYSTEM: You shall not take any action which may undermine the integrity of Afiaanyi.com’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.

 

5.6 INDEMNIFICATION BY MEMBER: You agree to indemnify Afiaanyi.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement, except to the extent prohibited by applicable law.  Afiaanyi.com reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Afiaanyi.com in asserting any available defenses.

 

5.7 Collection and Use of Information for Transaction Services:  If you have applied for and/or used the Transaction Services of Afiaanyi.com, you acknowledge and agree that Afiaanyi.com shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services.  In connection with your use of the Transaction Services, Afiaanyi.com may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.

 

6.  CONFIDENTIALITY


6.1 CONFIDENTIAL OBLIGATIONS: You shall keep confidential all confidential information provided by other members of the Sites or by Afiaanyi.com or any of its affiliates in connection with any Online Transaction or the Transaction Services. You and your affiliates will use confidential information only as is reasonably necessary and relevant to any Online Transaction or the Transaction Services.  You will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose confidential information to any individual, company, or other third party except as required to comply with the law.  You will take all reasonable measures to protect the confidential information against any use or disclosure that is not expressly permitted in this Agreement.  You will retain confidential information only for so long as its use is necessary for the Online Transaction or the Transaction Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations.

 

6.2 CONFIDENTIAL INFORMATION:  All information and material provided by another member of the Sites or by Afiaanyi.com or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.

 

6.3 DATA PROTECTION AND PRIVACY: You must read the privacy policies of Sites which govern the protection and use of personal information of Buyers and Sellers in the possession of Afiaanyi.com and its affiliates and explains how your personal information may be processed in connection with products and services offered by Afiaanyi.com. Our Privacy Policy can be accessed at Afiaanyi.com Privacy Policy, for users who access or use the Sites relating to the Afiaanyi.com e-commerce platform, and Afiaanyi.shop Privacy Policy.

 

6.4 DATA PROTECTION AND PRIVACY ROLE OF SELLERS: Sellers acknowledge that they have their own data protection and privacy compliance responsibilities with respect to personal information of Buyers or other individuals that the Seller processes. Sellers represent and warrant, and undertake to Afiaanyi.com to ensure, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws. Neither Afiaanyi.com nor any of its affiliates is responsible or liable for a Seller's fulfillment of their obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Afiaanyi.com and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of Sellers under such laws. Afiaanyi.com shall have no liability to any Sellers for the compliance, by Afiaanyi.com or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their personal information processed in connection with any services and products provided by Afiaanyi.com.


 

7.  DISCLAIMER AND LIMITATION OF LIABILITY


7.1 NO WARRANTY: You expressly agree that your use of the Transaction Services is at your sole risk.  TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND AFIAANYI.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE.   AFIAANYI.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE AFIAANYI.COM SITES.  YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION.  AFIAANYI.COM AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.

  

7.2 EXCLUSION AND LIMITATION OF LIABILITIES: TO THE FULL EXTENT PERMITTED BY LAW, AFIAANYI.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES.  THE AGGREGATE LIABILITY OF AFIAANYI.COM AND OUR AFFILIATES AND AGENTS INCLUDING BUT NOT LIMITED TO AFIAANYI.SHOP OR PROKITCHEN.NG ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY AFIAANYI.COM OR US$1,000.

 

7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.

 

8.  FORCE MAJEURE


8.1. Under no circumstances shall Afiaanyi.com, our affiliates and/or agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

 

9.  NOTICES


9.1. NOTICES: Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites.  Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid.  Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing.  Except as explicitly stated otherwise, legal notices shall be served on Afiaanyi.com (other than www.fiaanyi.shop or prokitchen.ng) by sending the notices to Afiaanyi Services Limited personally, by courier or certified mail at Plot 1018, Gudu District, Ocean Centre Plaza, Suite B8, Abuja, Nigeria. Attn: Legal Department.

 

10.  GOVERNING LAW; JURISDICTION


10.1. GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE FEDERAL REPUBLIC OF NIGERIA (“NIGERIA”) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW.

 

10.2. AMICABLE NEGOTIATIONS: If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.

 

10.3. DISPUTE BETWEEN BUYER AND SELLER: IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO AFIAANYI.COM FOR DETERMINATION.  IF YOU ARE DISSATISFIED WITH AFIAANYI.COM’S DETERMINATION AND EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, YOU MUST APPLY TO THE NIGERIA ARBITRATORS FOR ARBITRATION AND NOTIFY AFIAANYI.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER THE DATE OF RECEIPT OF AFIAANYI.COM’S DETERMINATION.  IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT AFIAANYI.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU.  WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE AFIAANYI SERVICES, AFIAANYI SERVICES MAY DISPOSE THE FUNDS HELD ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS AFIAANYI.COM SUPPLEMENTAL SERVICES, AFIAANYI.COM MAY DISPOSE OF THE FUNDS HELD BY AFIAANYI.COM ACCORDING TO SUCH DETERMINATION.  FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST AFIAANYI.COM, AFIAANYI AND OUR AFFILIATES AND AGENTS.

 

10.4. DISPUTES BETWEEN YOU AND AFIAANYI.COM: In case a Dispute arises between you and Afiaanyi.com, if the Dispute is not resolved between you and Afiaanyi.com by amicable negotiations and except as otherwise stipulated under applicable law, you and Afiaanyi.com agree that the Dispute shall be finally resolved by arbitration.

 

10.5. NIGERIA ARBITRATION: IF ANY DISPUTE IS SUBMITTED FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE NIGERIA ARBITRATORS IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE.  THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR.  UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH.  THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES.  THE ARBITRATION AWARD RENDERED BY THE NIGERIA ARBITRATORS SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

 

10.6. INDEMNIFICATION:  If you initiate any legal proceedings against Afiaanyi.com or our affiliates in breach of this clause 10, including any legal proceedings disputing Afiaanyi.com’s determination which has become binding on you according to this clause 10, you shall hold Afiaanyi.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.

 

10.7. Limitation Period:  In any event, you may not make any claim against Afiaanyi.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.

 

10.8. INJUNCTIVE RELIEF:  Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

 

11.   GENERAL PROVISIONS


11.1. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between you and Afiaanyi.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

 

11.2. SEVERANCE: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

 

11.3. HEADINGS: Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

 

11.4. INDEPENDENT CONTRACTOR: No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

 

11.5. NO WAIVER: Any failure by Afiaanyi.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

 

11.6. ASSIGNMENT: Afiaanyi.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  Afiaanyi.com may delegate certain of Afiaanyi.com rights and responsibilities under this Agreement to independent contractors or other third parties.  You may not assign, in whole or part, this Agreement to any person or entity.

 


PART B:  OLD VERSION - UPDATED ON OCTOBER 18TH, 2021

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO WWW.AFIAANYI.COM, WWW.AFIAANYI.SHOP, AND WWW.PROKITCHEN.NG.

 

Thank you for trading on Afiaanyi.com’s web-based transaction platforms.  This Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Afiaanyi.com (defined below) from time to time which relate to (a) the Afiaanyi.com e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.afiaanyi.com” and the mobile applications of the Afiannyi.com e-commerce platform (the “Afiaanyi Sites”); and (b) the Afiaanyi.shop e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locators “www.afiaanyi.shop”,and “www.prokitchen.ng”, and the mobile applications of the Prokitchen food delivery platforms, (collectively the “prokitchen Sites”), (with Afiaanyi Sites and Prokitchen Sites collectively the “Sites”).  This Agreement contains various limitations on Afiaanyi.com’s transaction services offered through the Sites as well as gives various powers and authority to Afiaanyi.com with respect to online transactions effected using Afiaanyi.com’s transaction services offered through the Sites.  This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.  You should read this Agreement and, to the extent as applicable, the relevant Transactional Terms (defined in clause 1.2 below), and other rules and policies of Afiaanyi.com (including those specified in clause 1.3), as well as (i) the Afiannyi Services Agreement made between you as a User (as defined below), (ii) the Afiaanyi.com Supplemental Services Agreement between you as a User and Afiaanyi.com (as defined below) (the “Afiaanyi.com Supplemental Services Agreement”) carefully which are hereby incorporated into this Agreement by reference.

 

1.  APPLICATION AND ACCEPTANCE OF TERMS


1.1 CONTRACTING PARTY: This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Afiaanyi.com contracting entity determined in accordance with this clause 1.1 (“Afiaanyi.com” or “we”) for use of Afiaanyi.com’s certain transaction services offered through the Sites as described hereunder

If you are from outside Nigeria, you are contracting with Afiaanyi Services Limited in Nigeria. 

 

1.2 TRANSACTIONAL TERMS: Afiaanyi.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement.  Afiaanyi.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time.  Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

 

1.3 GENERAL TERMS: You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”).  The General Terms include without limitation:

● Terms of Use;

● Free Membership Agreement

● Product Listing Policy;

● Afiaanyi.com Privacy Policy (for users who access or use the Sites relating to the Afiaanyi.com e-commerce platform) and Afiaanyi.shop Privacy Policy, , or the Privacy Policy of which is currently at https://rule.afiaanyi.com/rule/detail/8221.htm (for users who access or use the Afiaanyi.shop e-commerce platforms or Afiaanyi Sites) (collectively, the “Privacy Policy”); and

● Intellectual Property Right (IPR) Protection Policy.

 

1.4 BINDING AGREEMENT: This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Afiaanyi.com Supplemental Services Agreement, form a legally binding agreement between you and Afiaanyi.com in relation to your use of the Transaction Services.  By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement.  Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.

 

1.5 AMENDMENTS: Afiaanyi.com may amend any terms of this Agreement including the Transactional Terms, the General Terms, the Afiaanyi.com Supplemental Services Agreement and other related agreements at any time, except to the extent prohibited by applicable law, by posting the relevant amended and restated version on the Sites.  The amended terms shall be effective immediately upon posting, except to the extent prohibited by applicable law.  We will endeavor to give you advance notice of material changes to this Agreement.  By continuing to use the Transaction Services, you agree that the amended terms will apply to you.  This Agreement may not otherwise be amended except in writing by an authorized officer of Afiaanyi.com.

 

1.6 LANGUAGE VERSION: If Afiaanyi.com has posted or provided a translation of the English version of any terms of this Agreement, including the Transactional Terms, the General Terms and other related agreements, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services, except to the extent prohibited by applicable law.

 

1.7 AFIAANYI.COM AFFILIATES:  Some of the Transaction Services may be supported by our affiliates.

 

1.8 ADDITIONAL TERMS:  In some cases, you may be required to additionally enter into a separate agreement with Afiaanyi.com or our affiliates in connection with the Transaction Services (“Additional Terms”).  If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (defined below in clause 2.1), as appropriate.

 

1.9 MEMBERSHIP SERVICES:  This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

 

2.  TRANSACTION SERVICES


2.1 TRANSACTION SERVICES: Afiaanyi.com’s Transaction Services are designed to facilitate registered members of the Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites (“Online Transactions”), which may include certain services which will be either supported by (i) the payment platform company or its affiliates, or (ii) Afiaanyi.com. Afiaanyi.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. Afiaanyi.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Afiaanyi.com.

 

2.2 MEMBERS ONLY: Afiaanyi.com’s Transaction Services are only available to registered members of the Sites.  If your subscription to the paid or free membership of the Sites expires or is terminated early for any reason, you are not eligible to use the Transaction Services.  In the event that you have a valid Online Transaction under this Agreement at the point at which your paid or free membership registration on the Sites is terminated, Afiaanyi.com shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Afiaanyi.com considers appropriate in its sole discretion.   If you are a Seller, you are required to provide a valid bank account subject to verification and confirmation by Afiaanyi.com and our affiliates.

 

2.3 TYPES OF TRANSACTIONS: Afiaanyi.com’s Transaction Services are available to those types of Online Transactions permitted by Afiaanyi.com only.  For any type of Online Transactions, Afiaanyi.com may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms.  The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions.  No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.

 

2.4 LAWFUL ITEMS: The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4.  You shall not use the Transaction Services in connection with any Online Transaction that:

 

(a) May infringe Afiaanyi.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;

(b) May be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy; or

(c) May be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the Afiaanyi.com Supplemental Services Agreement. 

(d) Afiaanyi.com shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause 2.4.

 

2.5 REFUSE OR CANCEL TRANSACTIONS:  Apart from clause 2.4, Afiaanyi.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where Afiaanyi.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Afiaanyi.com or any of our affiliates to liability.  Afiaanyi.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Afiaanyi.com upon request.

 

2.6 AFIAANYI.COM SUPPLEMENTAL SERVICES.

 

(a)(i) Afiaanyi.com may, through payment Platform Company, provide certain services for certain Online Transactions (“payment Services”). Payment Services are provided by a private online company to receive payment of funds in support of Sites for the Online Transactions.  The pay Services are provided in accordance with the terms and conditions set out by the providing service company and no liability that shall affect Afiaanyi.com or any of its platforms.

 

(a)(ii) Afiaanyi.com may, through its affiliates provide certain services for certain Online Transactions (“Afiaanyi.com Supplemental Services”). Afiaanyi.com Supplemental Services are provided by Afiaanyi.com to receive payment of funds in support of Sites for the Online Transactions.  The Afiaanyi.com Supplemental Services are provided in accordance with the terms and conditions set out in the Afiaanyi.com Supplemental Services Agreement.

 

(b)  Buyer Protection Plan.  Afiaanyi.com may also provide buyer protection plan for certain Online Transactions.  In case of Seller who has been offered to subscribe to the buyer protection plan, upon entering into a separate agreement with Afiaanyi.com or Afiaanyi.shop (as the case may be), Seller may be required to provide deposits using the methods as designated by Afiaanyi.com on the Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan. Seller agrees to permit and hereby authorizes Afiaanyi.com to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that any purchase done on Afiaanyi.shop which is an overseas located vendors can not have any refund or return of goods on such items and can not held Afiaanyi.shop liable if anything goes wrong on such transaction , and that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope and (i) Afaanyi.com Supplemental Services under clause 3.4 of the Afiaanyi.com Supplemental Services Agreement will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. Buyer acknowledges and agrees Afiaanyi.com and Seller may add guarantees for the Seller on such Online Transactions within the scope of buyer protection plan without further notifying Buyer. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the Seller.

 

2.7 TRANSACTIONAL TERMS:  For any type of Online Transactions, Afiaanyi.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

 

2.8 DISPUTES BETWEEN BUYERS AND SELLERS: You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Afiaanyi.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party.  Upon receipt of a Dispute, Afiaanyi.com shall have the right to request either or both of Buyer and Seller to provide supporting documents.  You agree that Afiaanyi.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Afiaanyi.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.   Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate.  You agree not to hold Afiaanyi.com and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify Afiaanyi.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.

 

2.9 POWERS OF AFIAANYI.COM:  you expressly acknowledge and agree that Afiaanyi.com shall have the full power, authority and discretion to reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any dispute between buyer and seller including the remittance of the funds under an online transaction that are held by Payment Platform Company as instructed by Afiaanyi.com in accordance with this Agreement, the relevant Transactional Terms.  You also acknowledge that this Agreement, the Afiaanyi.com Supplemental Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction.  You agree and accept that Afiaanyi.com shall have the right to modify or supplement the Transactional Terms at any time, except to the extent prohibited by applicable law.  You further agree and accept that Afiaanyi.com shall have the right to make determinations wherever Afiaanyi.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement, except to the extent prohibited by applicable law.

 

2.10 AFIAANYI.COM’S RECORDS: In case of any dispute in connection with any Online Transaction, the records of Afiaanyi.com shall take precedence and be conclusive, except to the extent prohibited by applicable law.

 

2.11 Transactions involving a third party finance provider.

You agree that:


(a) Afiaanyi.com does not guarantee any third party finance provider (the “Lender”) will provide financing to Buyer (defined in clause 3 below) in connection with the Online Transaction and shall not be held liable to either Buyer or Seller (defined in clause 3 below) in connection with any third party financing in connection with the Online Transaction;

(b) Each of Buyer and Seller hereby authorizes Afiaanyi.com to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and

(c) Any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer.  Notwithstanding the power given to Afiaanyi.com under this Agreement, it is not Afiaanyi.com’s obligation to resolve or assist in any way in the resolution of such dispute.

 

3.  TRANSACTIONS BETWEEN SELLERS AND BUYERS


3.1 SELLER AND BUYER:  For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
 

3.2 ONLINE ORDER:  Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Sites.  Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that, and except to the extent prohibited by applicable law:

 (a) For all transactions concluded on www.afiaanyi.com or www.afiaanyi.shop website, mobile site, applications or mobile-optimized applications, the Buyer shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between the Buyer and Seller,

(b) For all transactions concluded on https://afiaanyi.com, www.afiaanyi.shop or the mobile applications relating thereto, all risks of damage and loss of products purchased by a Buyer under a transaction will be borne solely by the Buyer upon physical delivery to the specified address, and

(c) without prejudice to b) above, title to the products purchased by Buyers will transfer from a Seller to a Buyer upon the Buyer’s confirmation as provided upon occurrence of the event in clause 3.3(a) of the Afiaanyi.com Supplemental Services Agreement or clause 3.3(a) of the Afiaanyi.com Supplemental Services Agreement  (as the case may be). 

Afiaanyi.com may refuse to process or cancel, without liability for any losses or damages arising out of or in connection with such refusal or cancellation, any Online Transaction which in Afiaanyi.com’s reasonable opinion, has insufficient information to constitute a binding contract.

 

3.3 ONLINE TRANSACTIONS SUBJECT TO THIS AGREEMENT: An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms.  Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement.  Seller or Buyer may only cancel any Online Transaction in accordance with the relevant Transactional Terms.

 

3.4 TRANSACTION BETWEEN SELLER AND BUYER ONLY: Each Online Transaction is made by and between a Seller and a Buyer only.  Despite that Afiaanyi.com makes available the Transaction Services and, if applicable, may conduct formality review(s) of an Online Transaction, Afiaanyi.com shall not be considered as a party to the Online Transaction.  Afiaanyi.com does not represent the Seller nor the Buyer in any Online Transaction.  Afiaanyi.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either Seller or Buyer to complete any Online Transaction (except to the extent prohibited by applicable law).  You agree that you will not hold Afiaanyi.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.

 

3.5 PAYMENT OF CONTRACT PRICE:  For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through the pay website or services of Afiaanyi.com unless another option is made available directly by Afiaanyi.com on the Sites.  When using payment platform or Afiaanyi.com to submit payment for an Afiaanyi.com Online Transaction, payments are (in the case of Online Transaction through a private payment company) processed through accounts owned by Afiaanyi Services Limited.  The funds are received for the Seller in accordance with the Transaction Services Agreement.  Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Afiaanyi.com (as the case may be) constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Afiaanyi.com’s account.  Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Afiaanyi.com Supplemental Agreement. 

 

In the case the Online Transaction adopts Afiaanyi.com Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Afiaanyi.com.  Afiaanyi.com shall not dispose of any such fund except in accordance with Afiaanyi.com’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Afiaanyi.com Supplemental Services Agreement.  Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Afiaanyi.com Supplemental Services Agreement.

 

By using the Afiaanyi.com Supplemental Services, you acknowledge and agree that Afiaanyi.com is not a bank and the Afiaanyi.com Supplemental Services should in no way be construed as the provision of banking services.  Afiaanyi.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alibaba.com Supplemental Services.  Afiaanyi.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Afiaanyi.com Supplemental Services. 

 

3.6 PAYMENT METHODS:  Please note that the payment methods available on the Sites may be provided by Afiaanyi.com’s partners.  If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Afiaanyi.com has the right to refund the money so requested by the payment service partner without liability to Seller.  Afiaanyi.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners.  However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.

 

3.7 THIRD PARTY VENDORS:  You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc.   Some of such third party vendors may be partners of Afiaanyi.com and thus designated by Afiaanyi.com to you.  Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites.  Notwithstanding the foregoing, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Afiaanyi.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Terms of Use and Privacy Policy (as defined above).

 

3.8 YOUR AGENT: If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you.  If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

 

4. AFIAANYI.COM SERVICE FEES


4.1 SERVICE FEES: Afiaanyi.com charges service fees for Online Transactions according to the fee schedules announced by Afiaanyi.com on the Sites.  Afiaanyi.com or any of its platforms reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites.  In a case where the Online Transaction adopts pay Services, you hereby authorize Afiaanyi.com to instruct Payment platform or, with respect to payments originating in a Relevant Jurisdiction, Afiaanyi.shop overseas shop to deduct any service fees that are due and payable to Afiaanyi.com under an Online Transaction and to pay the same to Afiaanyi Services Limited account when payment platform company releases any amount held by it under the Online Transaction. Neither Afiaanyi.com nor payment platform has any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

 

4.2 THIRD PARTY FEES NOT INCLUDED: The service fees charged by Afiaanyi.com or Afiaanyi.shop do not include any fees (including all taxes) for any service or product that you may acquire or purchase in connection with the Online Transaction.  It shall be your responsibility to settle the fees with such third party vendors.

 

4.3 TAXES, FINANCIAL CHARGES NOT INCLUDED: All fees charged by Afiaanyi.com are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges.   You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Afiaanyi.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Afiaanyi.com.  You will also be liable for any financial charges for remission of funds to you, and Afiaanyi.com shall have the right to pay such charges from such funds.  Afiaanyi.com shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.

 

5.  MEMBER’S RESPONSIBILITIES


5.1 PROVISION OF INFORMATION AND ASSISTANCE:  You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Afiaanyi.com’s provision of the Transaction Services.  If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Afiaanyi.com shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
 

5.2 REPRESENTATIONS AND WARRANTIES:  You represent and warrant that:

 

(a)  You will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;

(b) All information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c) You will not use the Transaction Services to defraud Afiaanyi.com, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and

(d)  In case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and

(e) In case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f) In case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.

 

5.3 BREACHES: If you are, in Afiaanyi.com’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Agreement, Alibaba.com shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation.  Except to the extent prohibited by applicable law, Afiaanyi.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Sites.  Afiaanyi.com also reserves the right to, except to the extent prohibited by applicable law, (i) temporarily suspend the transaction functionalities of your account with Afiaanyi.com for a prescribed period determined by Afiaanyi.com, or permanently terminate the use of your Afiaanyi.com account without any liability for any losses or damages arising out of or in connection with such suspension or termination.  Afiaanyi.com may also publish the findings, penalties and other records regarding the breaches on the Sites.

 

5.4 OBLIGATIONS TO PAY TAXES:  You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.

 

5.5 FEEDBACK SYSTEM: You shall not take any action which may undermine the integrity of Afiaanyi.com’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.

 

5.6 INDEMNIFICATION BY MEMBER: You agree to indemnify Afiaanyi.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement, except to the extent prohibited by applicable law.  Afiaanyi.com reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Afiaanyi.com in asserting any available defenses.

 

5.7 COLLECTION AND USE OF INFORMATION FOR TRANSACTION SERVICES: If you have applied for and/or used the Transaction Services of Afiaanyi.com, you acknowledge and agree that Afiaanyi.com shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services.  In connection with your use of the Transaction Services, Afiaanyi.com may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.

 

6.  CONFIDENTIALITY


6.1 CONFIDENTIAL OBLIGATIONS.  You shall keep confidential all confidential information provided by other members of the Sites or by Afiaanyi.com or any of its affiliates in connection with any Online Transaction or the Transaction Services.

 

6.2 CONFIDENTIAL INFORMATION:  All information and material provided by another member of the Sites or by Afiaanyi.com or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.

 

6.3 DATA PROTECTION AND PRIVACY: You must read the privacy policies of Sites which govern the protection and use of personal information of Buyers and Sellers in the possession of Afiaanyi.com and its affiliates and explains how your personal information may be processed in connection with products and services offered by Afiaanyi.com. Our Privacy Policy can be accessed at Afiaanyi.com Privacy Policy, for users who access or use the Sites relating to the Afiaanyi.com e-commerce platform, and Afiaanyi.shop Privacy Policy  for users who access or use the Sites relating to the Afiaanyi.shop e-commerce platforms.

 

6.4 DATA PROTECTION AND PRIVACY ROLE OF SELLERS: Sellers acknowledge that they have their own data protection and privacy compliance responsibilities with respect to personal information of Buyers or other individuals that the Seller processes. Sellers represent and warrant, and undertake to Afiaanyi.com to ensure, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws. Neither Afiaanyi.com nor any of its affiliates is responsible or liable for a Seller's fulfilment of their obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Afiaanyi.com and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of Sellers under such laws. Afiaanyi.com shall have no liability to any Sellers for the compliance, by Afiaanyi.com or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their personal information processed in connection with any services and products provided by Afiaanyi.com.

 

7.  DISCLAIMER AND LIMITATION OF LIABILITY


7.1 NO WARRANTY:  You expressly agree that your use of the Transaction Services is at your sole risk.  TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND ALIBABA.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE.   AFIAANYI.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE AFIAANYI.COM SITES.  YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION.  AFIAANYI.COM AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.

 

7.2 EXCLUSION AND LIMITATION OF LIABILITIES: TO THE FULL EXTENT PERMITTED BY LAW, AFIAANYI.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES.  THE AGGREGATE LIABILITY OF AFIAANYI.COM AND OUR AFFILIATES AND AGENTS INCLUDING BUT NOT LIMITED TO ALIPAY ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY AFIAANYI.COM OR US$1,000.

 

7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.

 

8.  FORCE MAJEURE


8.1  Under no circumstances shall Afiaanyi.com, our affiliates and/or agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

 

9.  NOTICES

9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites.  Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid.  Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing.  Except as explicitly stated otherwise, legal notices shall be served on Afiaanyi.com by sending the notices to Afiaanyi.com personally, by courier or certified mail at Plot 1018, Gudu district, Ocean Centre Plaza, for the attention of the Legal Department. 

10.  GOVERNING LAW; JURISDICTION

10.1 GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE FEDERAL REPUBLIC OF NIGERIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW.

 

10.2 AMICABLE NEGOTIATIONS: If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.

 

10.3 DISPUTE BETWEEN BUYER AND SELLER: IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO AFIAANYI.COM FOR DETERMINATION.  IF YOU ARE DISSATISFIED WITH AFIAANYI.COM’S DETERMINATION AND EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, YOU MUST APPLY TO THE NIGERIA ARBITRATION FOR ARBITRATION AND NOTIFY AFIAANYI.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER THE DATE OF RECEIPT OF ALIBABA.COM’S DETERMINATION.  IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT AFIAANYI.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU.  WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE ALIPAY SERVICES, AFIAANYI.COM MAY INSTRUCT ALIPAY TO DISPOSE THE FUNDS HELD BY ALIPAY ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS AFIAANYI.COM SUPPLEMENTAL SERVICES, AFIAANYI.COM MAY DISPOSE OF THE FUNDS HELD BY AFIAANYI.COM ACCORDING TO SUCH DETERMINATION.  FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST AFIAANYI.COM, ALIPAY AND OUR AFFILIATES AND AGENTS.

 

10.4 DISPUTES BETWEEN YOU AND AFIAANYI.COM: In case a Dispute arises between you and Afiaanyi.com, if the Dispute is not resolved between you and Afiaanyi.com by amicable negotiations and except as otherwise stipulated under applicable law, you and Afiaanyi.com agree that the Dispute shall be finally resolved by Nigeria arbitrators.

 

10.5 NIGERIA ARBITRATION: IF ANY DISPUTE IS SUBMITTED TO THE NIGERIA FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE FEDERAL REPULIC OF NIGERIA IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE.  THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR.  UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN HONG KONG.  THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES.  THE ARBITRATION AWARD RENDERED BY THE HKIAC SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

 

10.6 INDEMNIFICATION:  If you initiate any legal proceedings against Afiaanyi.com or our affiliates in breach of this clause 10, including any legal proceedings disputing Afiaanyi.com’s determination which has become binding on you according to this clause 10, you shall hold Afiaanyi.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.

 

10.7 LIMITATION PERIOD:  In any event, you may not make any claim against Afiaanyi.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.

 

10.8 INJUNCTIVE RELIEF: Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

 

11.   GENERAL PROVISIONS

11.1 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between you and Afiaanyi.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

 

11.2 SEVERANCE: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

 

11.3 HEADINGS: Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

 

11.4 INDEPENDENT CONTRACTOR: No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

 

11.5 NO WAIVER: Any failure by Afiaanyi.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

 

11.6 ASSIGNMENT: Afiaanyi.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  Afiaanyi.com may delegate certain of Afiaanyi.com rights and responsibilities under this Agreement to independent contractors or other third parties.  You may not assign, in whole or part, this Agreement to any person or entity.