Terms & Conditions

Terms & Conditions for Buyers

Terms and Conditions of the payment service

Contents

Introduction
Registration
Our role
Your account
Payments
Cashback and promotions
Record keeping
Data privacy
Due diligence, audit rights and investigations
Buyer disputes
Warranties
Limitations and exclusions of liability
Indemnification
Term and termination
Entire agreement
Hierarchy
Variation
Severability
No waiver
Assignment
Third party rights
Law and jurisdiction
Our company details
Notices

Introduction
1. Ronads Digital Systems Solutions (“Ronads” or “we” or “us”) provides a payment service (“Ronads service”) to enable the buyer (“buyer” or “you”) to make payments for products or services purchased on websites and applications operated by Ronads, its affiliated companies, and other third party merchants who accept payment via the Ronads service (“merchants”).
2. These terms and conditions apply to your use of the Ronads service whether you make payments or access the service using a website or an application operated by a third party merchant; or by a merchant that is owned or controlled by us, in control of us, or under common control with us (“a Ronads affiliate”).
3. By using the Ronads service, you agree to be bound by the terms and conditions and our policies, each as may be modified from time to time. If you do not agree to these terms and conditions, you may not access or use the Ronads service.
Registration
1. Your account for the Ronads service (“Ronads account”) is linked to any account that you have established for purchasing products or services through a website or an application operated by Ronads or a Ronads affiliate (“Ronads marketplace account”).
2. To create a new Ronads account you must create new login details on our website or application.
3. You agree to keep the password for your Ronads account or other authentication method (“password”) confidential and notify us in writing immediately if you become aware of any disclosure of your password in order that we may block your account.
4. Your Ronads account shall be used exclusively by you and you agree to be responsible for any activity on your Ronads account arising out of any failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.
5. We may suspend or cancel your account, and/or edit your account details, at any time in our sole discretion and without notice or explanation.
6. Ronads accounts are intended for use by individuals. You may not register for a Ronads account if you are under 18 years of age. By using the Ronads service and agreeing to these terms and conditions, you warrant and represent to us that you are an individual of at least 18 years of age.
Your account
1. Your account permits you to access the information in your Ronads account to make purchases to merchants.
2. You may register and access in your account one or more credit cards, debit cards, and other payment methods that we accept for making purchases (“payment methods”).
3. Any payment method you use with Ronads will automatically be saved to your Ronads account. A list of your saved payment methods will appear on the payments page.
4. You may access your payment methods in Ronads for making purchases. You may be required to verify that you control the payment methods in your account prior to using them for making any purchases.
5. You agree to provide any information that we or our financial institutions may require or that you may be required by law to provide, in respect of the Ronads service.
Our role
1. Our service enables buyers to use the payment information stored in the account to make payments to merchants.
2. The availability of payment methods may vary depending on the merchant. Some features may also be limited based on where you are located and what we know about you.
3. Ronads acts as the service provider of the merchant in connection with the service, except in cases where another payment service provider enables a merchant to accept the service.
4. We may use the services of one or more third parties, affiliates, processors, and/or financial institutions to provide the Ronads service.
5. Your payment service provider is the entity that issued your payment method e.g. credit card, debit card or mobile money provider.
6. Except for our limited role in enabling the merchant to accept the Ronads service, we are not involved in any underlying sales transaction between you and the merchant. In particular:
  1. we are neither the buyer nor the seller of the items or services the merchant offers for sale and are not a party to the sales contract;
  2. the merchant is the seller of record for all sales via the Ronads service. The name of Ronads, one of our affiliates, or the merchant’s payment service provider, will appear on the statement issued by your payment service provider (which may also, at our option, display the merchant’s trade or business name).
7. A buyer’s obligation to pay for an item purchased via the Ronads service is satisfied when the buyer properly pays in full for that item via the Ronads service. We are not a fiduciary or trustee of either the buyer or the merchant.
8. Subject to section 8 below, we will not mediate disputes between buyers and merchants or enforce or execute the performance of any sales contract.
Payments
1. Buyers may pay for products and services sold by any person with a merchant account.
2. All transactions shall be denominated in the Nigerian Currency. If your payment service provider does not recognize fractions of the currency sub-unit, we may round up the transaction value to the nearest sub-unit.
3. You may be charged a cash advance, currency exchange (if applicable) or other fees directly by your payment service provider. We are not responsible for these fees.
4. In the event that you receive a refund in respect of products purchased using Ronads, we may apply the refund to your Ronads account, unless not permitted by applicable law.
Cashback and promotions
1. We may issue you with cashback in respect of specified purchases. Cashback may be used within the period specified in the terms and conditions of the promotion or, if no period is specified, within three (3) months of the end of the promotion, upon which it shall expire.
2. We may issue vouchers or gift cards pursuant to a promotional activity. Vouchers or gift cards may be used within the period specified in the terms and conditions of the promotion or, if no period is specified, within seven (7) days of the end of the promotion, upon which it shall expire.
3. We reserve the right to cancel or promotions or cashback if we suspect fraud or foul play; or if you close your Ronads account.
Record keeping
1. When an order is confirmed from your Ronads account, we will update your account page and provide you a transaction confirmation email. The confirmation email will serve as your receipt. You may receive a separate receipt from the merchant for the transaction.
2. Summaries of your Ronads account activity, including the list of transactions, are available on your account page.
3. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your account and your use of the Ronads service, and (b) reconciling all payment activity and all other transactional information that is associated with your Ronads account.
Data privacy
1. You agree to the processing of your personal data in accordance with the terms of our Privacy.
2. Ronads shall process all personal data obtained in the course of delivering the Ronads service in accordance with the terms of our Privacy Policy.

Due diligence, audit rights and investigations
1. We operate an anti-fraud and anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of Ronads.
2. You agree to provide to us all such information, documentation and access to business premises (where applicable) as we may require:
  1. in order to verify your adherence to, and performance of, your obligations under these terms and conditions;
  2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
  3. as otherwise required by law or applicable regulation.
3. You agree to cooperate with us, including by providing witness statements to the police or other law enforcement agencies, in order to investigate any frauds or disputed transactions relating to your account.

Buyer disputes
1. If you are unsatisfied with any products or services that you have purchased using our Ronads service, you should contact the merchant directly first.
2. If you are unable to resolve the matter with the merchant, you may file a complaint against the merchant by contacting us.
3. If you dispute any transaction with Ronads you should first contact us as and if we decide against you, you can seek to pursue the dispute with your payment service provider later. If Ronads does not make a final decision on your claim until after your payment service provider’s deadline for filing a dispute, and because of our delay you recover less than the full amount you would have been entitled to recover from your payment service provider, we will reimburse you for the remainder of your loss (minus any amount you have already recovered from the merchant or your payment service provider).
4. If a dispute arises between you (as a buyer) and a merchant, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction.
Warranties
1. You represent and warrant to us that:
  1. you are eligible to register and use the Ronads service and have the right, power, and ability to enter into and perform under these terms and conditions and grant the rights, licenses and authorizations you grant under these terms and conditions;
  2. you will only use the Ronads service to transact on your own account and not on behalf of any other person or entity;
  3. you will not use the Ronads service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Ronads service;
  4. you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the government of Nigeria, the United Nations, the United States government, the United Kingdom, the European Union or its member states, or any other applicable government authority; and
  5. you will not directly or indirectly export, re-export or transmit any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the government of Nigeria, the United Nations, the United States Departments of State, Treasury or Commerce, the European Union, the United Kingdom or any other applicable government authority.
Limitations and exclusions of liability
1. We will do our utmost to ensure that availability of the Ronads service will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Your access to the Ronads service may from time to time be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities. We will attempt to limit the frequency and duration of any such suspension or restriction.
2. Ronads will not be responsible for:
  1. any losses arising out of any event or events beyond our reasonable control;
  2. any business losses including (without limitation) wasted expenditure, loss or damage to profits, income, revenue, anticipated savings, business, contracts, commercial opportunities, or goodwill;
  3. any loss or corruption of any data, database or software;
  4. any special, indirect or consequential loss or damage; or
  5. any losses that were not caused by any breach on our part.
3. Notwithstanding section 12.2 above, nothing in these terms and conditions limits or excludes our responsibility for liabilities that may not be excluded under applicable law.
Indemnification
1. You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of any breach by you of any provision of these general terms and conditions or the Ronads policies.
Term and termination
1. The agreement between the parties governed by these terms and conditions enters into force on the date that you register for the Ronads service and continues in force unless and until terminated in accordance with the provisions of this section 14.
2. You may terminate the agreement at any time by contacting us as and closing your Ronads account.
3. We reserve the right to refuse service, terminate accounts or suspend accounts if you are in breach of applicable laws, these terms and conditions or any other applicable policies. We further reserve the right to refuse to provide or discontinue the Ronads service to any person at any time and for any reason.
4. Upon the termination of the agreement for any reason:
  1. we shall close your Ronads account and return any funds due to you, to any account that you notify to us;
  2. neither Ronads nor any Ronads affiliate will have any obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with your Ronads marketplace account, your Ronads account or the Ronads service; and
  3. in addition to any payment obligations under these terms and conditions, all other provisions of these terms and conditions that expressly or by implication are intended to come into or continue in force on or after termination of the agreement shall remain in full force and effect.
Entire agreement
1. These terms and conditions and our policies shall constitute the entire agreement between you and us in relation to your use of the Ronads service and shall supersede all previous agreements between you and us in relation to your use of the Ronads service.
Hierarchy
1. Should these terms and conditions and our policies be in conflict, these terms and conditions and our policies shall prevail in the order here stated.

Variation
1. We may modify these terms and conditions, any policy, or the features of the Ronads service from time to time.
2. The revised terms and conditions or policy shall apply 7 days after communication to you by email or such other period as may be specified in the email or, in the absence of any email, the date of publication on the Ronads website or application.
3. If you do not agree to any change to these terms and conditions, any policy or feature of the Ronads service, you may terminate these terms and conditions by contacting us and closing your Ronads account. You will be deemed to accept the changes if you do not close your Ronads account.
No waiver
1. No waiver of any breach of any provision of these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of these terms and conditions.
Severability
1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Assignment
1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
Third party rights
1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
2. The exercise of the parties’ rights under these terms and conditions is not subject to the consent of any third party.
Law and jurisdiction
1. These terms and conditions shall be governed by and construed in accordance with the laws of Nigeria.
2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Nigeria.
Our company details
1. Ronads Digital Systems Solutions Ltd. is a company registered in Nigeria under registration number RC 6868848, and our registered office is at 10, Orita Challenge, Ibadan, Nigeria.
Notices
1. You can contact us by using the appropriate email address: ronads128@gmail.com

1. By registering for the Ronads service and accepting these terms and conditions, you consent to receive notices electronically from us. We may provide all communications and information related to the Ronads service and your Ronads account, in electronic format, either by posting to our website or application, or by email to the email address on your Ronads account. All such communications will be deemed to be notices in writing and received by and properly given to you.

Terms & Conditions for Vendors

1 Scope
(1) Ronads (“Ronads”) owns and operates a platform in Nigeria that allows merchants to sell their products to the public over the internet. This platform is currently provided on the website https://ronads.com, but may be provided on different websites or applications in the future.
(2) The merchant will have the opportunity to sell their products on the Ronads platform. Ronads is entitled to accept purchases on behalf of the seller. The service provided by Ronads is limited to referring customers to the merchant and accepting orders and payments on their behalf. In addition to this at Ronads’ discretion they may provide the merchant with analytics about the performance of the merchants’ products and additional marketing support. This support may be reflective of the agreed level of commission.
(3) The merchant authorizes Ronads to accept binding orders from customers on their behalf.
(4) Ronads may carry out changes to the website or service, or suspend the service, without notice.

2 Ronads’ rights and obligations
(1) The merchant acknowledges that the relationship between customers and Ronads is governed by the privacy policy and the terms and conditions, both available on the website.
(2) Ronads will present on the website the products listed by the seller. The merchant will be responsible for listing their own products.
(3) Ronads is authorized to accept binding sales on behalf of the merchant and will be careful to pass order data on to the merchant as well as technology allows.
(4) In order to maintain its reputation for quality and high standard of service, Ronads reserves the right to terminate the relationship with the merchant if the merchant repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.

3 Merchant’s rights and obligations
(1) The merchant is obliged to provide all the information necessary when listing a product on the website. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The merchant must never knowingly deceive a potential customer by misrepresenting their product/s. The merchant must notify Ronads of any changes to the detail of their listings while uploaded on the site.
(2) The merchant guarantees that information listed on Ronads relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.
(3) The merchant will be responsible for keeping an up-to-date inventory of all their products listed on Ronads.
(4) The merchant guarantees that the information provided by him does not violate any third party’s copyright.
(5) The merchant will contact the customers no more than is necessary for processing the transactions referred by Ronads. In particular, the merchant will not send any advertising email or other commercial advertisements to the customer without prior agreement from Ronads or the expressed wish of the customer. When delivering products sold via Ronads, the merchant will not advertise any of Ronads’ competitors.
(6) The merchant will process orders and arrange delivery with all reasonable care the moment receipt of confirmation of sale is received through the Ronads site via email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within 1 working day. The merchant is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the merchant and all their products from the Ronads platform.
(7) If the merchant cannot fulfill an order submitted to him, he must notify Ronads as soon as possible, and within 1 day of receiving the order at the latest.
(8) The merchant agrees to adhere to his range of products and prices as provided to Ronads and as described on their listing on the website. The merchant guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. The merchant further guarantees to take great care to keep up-to- date his range of products, stock count, prices and associated terms and conditions, like delivery fees.
(9) The merchant representative is to provide Ronads with a copy of his/her valid Identity Card at the contract signature.

4 Commission
(1) The merchant agrees to pay Ronads a fixed percentage commission on the gross revenue from their sales made through the Ronads platform. Depending on the category it may be appropriate to agree different commission percentages for certain items or product categories.
(2) Ronads may start charging additional fees for the sale of goods through the Ronads platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, the merchant will be notified prior to their commencement in writing and they will have the option to opt out.
(3) Ronads reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the merchant. Ronads will give the merchant adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

5 Customer online payment
(1) In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless online Transfer), Ronads collects the payment for the relevant order in Ronads’ name on behalf of the merchant, and pays it out to the merchant according to the invoicing agreement.
(2) The merchant will keep receipts of deliveries to customers for at least 13 months and make those available on request. In case of problems that may cause the order to be rescinded, or in case of a delivery failure, the merchant must immediately notify Ronads by phone so that the credit card payment may be cancelled.
(3) The merchant bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has been credited to the merchant, Ronads reserves the right to correct the amount the merchant is invoiced to offset this payment.

6 Invoicing and merchant payment
(1) Ronads’ invoices may be delivered by email, online, fax, post or in person. They include Ronads’ claims on the merchant, commission, and, if applicable, other fees as stated in S4 (2).
(2) Ronads is to send a monthly statement of confirmed orders to the Supplier by the 10th of each month after which the supplier will have 5 days for verification and commission settlement.
(3) The merchant is to pay commission to Ronads by the 5th day of receiving the monthly statement unless there are disputes/clarifications needed which have to be conveyed to Ronads in writing within the allocated 5 days.
(4) In case the supplier receives the payment of sold products/services on https://ronads.com directly, supplier is bound to pay the agreed commission to Ronads in 5 days of receiving statement each month.
(5) Payments would be made by bank transfer or cross cheque payable to ‘Ronads’.

7 Liability
(1) The merchant indemnifies Ronads from all claims arising in relation to matters outside Ronads’ control, including but not limited to the quality of goods and services provided by the seller. The merchant further indemnifies Ronads from third parties’ claims resulting from any violation of laws and regulations by the seller.
(2) Ronads cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.
(3) VAT liability rests with the merchant and Ronads will not be responsible for any VAT issues.

8 Privacy
Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.

9 Licence
(1) Ronads has the right to freely maintain the merchant’s listing and its ranking on the website. Ronads offers customers the opportunity to give ratings and reviews of the merchant’s goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. Ronads reserves the right to delete ratings and reviews.
(2) Ronads may scan, transcribe, and publish online the merchant’s listings, logos and other materials required. The merchant grants to Ronads a royalty- free, perpetual, unrestricted licence to use and distribute any materials provided by him, for the purpose of advertising Ronads’ service. In particular, this includes use in Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.

10 Terms and termination
(1) This agreement is valid as soon as the merchant signs the contract, or fulfils an order referred by Ronads, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, post or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for important cause remains unaffected.
(2) The right to immediate termination in particular covers the case where the merchant repeatedly receives negative ratings and reviews on the website, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information required to present the merchant’s items is also grounds for immediate termination. Typos, mistakes and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

11 General
(1) If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.
(2) Ronads reserves the right to modify his general terms and conditions without giving any justification. In that case, Ronads will give the merchant adequate notice via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.
(3) The changed terms and conditions are considered agreed by the merchant if he does not object to them in writing within 2 weeks of receiving notice of the changes.
(4) Any terms and conditions of the merchant are not part of this agreement unless Ronads expressly agrees to adhere to them in writing.

Terms & Conditions

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