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TERMS OF USE OF DRIPYLUX LIMITED

This page states the terms and conditions (“Terms of Use” or “Terms”) under which you may use the Dripylux web app available at dripylux.com or mobile apps available for download on the Google Play Store and the Apple App Store (collectively referred to as the “Solution”).

Please read these Terms carefully as they govern your access to and use of the Solution, and apply to all services and sub-sites available under the domain name www.dripylux.com, mobile apps, as well as all texts, audios, videos, images, graphics, materials, online communications and other information and content that are or become available on the Solution (collectively, the “Information”).

By using the Solution, you (“you” or “User”) signify your acceptance of these Terms and your acknowledgement that the information that you provide, directly or indirectly, through the Solution will be managed in accordance with the Dripylux Privacy Policy. As such, if you do not accept the Terms stated here, do not use the Solution.

The Solution contains certain services and related features that may require registration or subscription. If you open and operate an account on the Solution, you shall ensure that you are lawfully authorised to provide all information submitted by you and all such information is true and accurate. You are responsible for updating all information supplied once there is any change.

You are entirely responsible for all activities that occur under such account and you are solely responsible for keeping details of such password and account safe and secure. If you detect or become aware of any unauthorised activity or use of your account or password on the Solution, you shall immediately notify Dripylux of same to enable Dripylux immediately disable access to your account.

Dripylux shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, use of your account on the Solution or failure to comply with these Terms of Use.

General

The services that Dripylux provides to users are subject to these Terms of Use. Dripylux reserves the right to update the Terms of Use at any time without notice to the User. The most current version of the Terms of Use can be viewed by clicking on the Terms of Use link on the web and mobile apps.

Dripylux is a web and mobile app that allows users access/purchase branded clothing apparels both home and abroad from the comfort of their homes and offices.

Interpretation and Definitions

For the purposes of these Terms, the following words shall have the meaning provided below:

‘Account’ means the Dripylux in-app account which users can create.

‘Affiliate’ means Dripylux Limited and any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Dripylux Limited.

‘End-users’ means anyone who opens an account with Dripylux or utilises any of the services offered by Dripylux.

‘Links’ mean hyperlinks or links to third party resources and businesses on the internet, linked sites or any third-party sites connected to Dripylux .

‘Phone’ means a portable device for connecting to a telecommunication network to transmit and receive voice, video or other data.

‘Dripylux’ or ‘Dripylux Solution’ or ‘Solution’ shall mean all that proprietary information contained, prepared, presented and hosted by Dripylux at dripylux.com, on its web application and/or any other mobile application so owned by Dripylux for the purposes of facilitating access to the Services.

‘Dripylux Limited’ or ‘Dripylux’ means the body corporate with rights and ownership to the Solution and all such services as are provided on the Dripylux web and mobile applications, which expression shall include its successors-in-title and assigns.

‘Merchant’ means a person or company who uses or desires to use the Dripylux platform to sell its goods or products.

‘Terms’ means the Terms of Use contained herein.

‘Third Party’ means any individual, firm, or organisation designated by Dripylux or with whom Dripylux contracts as a partner, agent and such other relationships for the purpose of providing or distributing Dripylux ’s services to the User.

‘User’ shall mean any and all visitors, merchants and all registered accountholders on the Dripylux Solution.

1. Contractual Relationship
   1. These Terms govern your access to and use of Dripylux operated by Dripylux Limited.
   2. By continuing usage of Dripylux, you consent to be bound by these Terms for the Use of, and access to Dripylux solutions.
   3. The User is required to keep to these terms and conditions as they constitute a binding agreement between the User and Dripylux
2. Use of Services
   1. The User agrees to not use any device or software to interfere or attempt to interfere with the proper working of the Dripylux Solutions.
3. User’s Capacity and Related Matters
   1. User must have attained the legal age of majority in the User’s country of residence or otherwise able to form a binding contract with Dripylux in order to use the Services.
   2. All information provided by the User on and for the purposes of Dripylux must be true, complete, accurate, neither fraudulent nor misleading in any respect.
   3. User further represents and warrants to have the legal authority to accept the Terms herein set out and such acceptance will be binding on the User.
   4. User further represents and warrants to be held liable for any erroneous or wrongful use of the Dripylux solution.
   5. Dripylux reserves the right in its sole discretion, to refuse to provide the Services to the User in any event that the User is in breach of any provisions of these Terms.

4. Acceptance of Terms of Use and Privacy Policy

1. 1. For the avoidance of doubt, use of Dripylux/or any of its Services constitutes acceptance of these Terms and the Dripylux Privacy Policy, and any subsequent amendments which may be made to the Dripylux Terms of Use and Privacy Policy from time to time.
   2. The User agrees and confirms that (s)he will not use Dripylux in violation of any law in force in the Federal Republic of Nigeria, or in force in the User’s jurisdiction, or such other law which may occasion liability of any sort on Dripylux.

5. Payment and Settlement Obligations

1. 1. Dripylux has the right to charge processing/transaction fees from integrated e-commerce platforms or functions.
   2. User warrants that all payment information provided is accurate, not misleading and not fraudulent in any respect.
   3. All payment transactions for Dripylux are fully refundable in accordance with the company’s refund polices.
   4. To prevent financial loss or possible violations of the law, Dripylux reserves the right to, in its discretion, disclose details of any payment associated with or made by the User to law enforcement agencies or impacted third parties (including other Users). Such disclosures may originate from an order of any court of competent jurisdiction to compel such disclosure.
   5. Merchants are mandated to comply with the pricing and settlement fees as provided for on the “Merchant Service Agreement.”

6. Refund Policy

1. 1. Dripylux desires the optimum satisfaction of the User regarding services provided on the Solution.
   2. In the event that the User believes there has been an error of any kind, User should contact Dripylux  by email at refund@dripylux .com immediately so that such issue may be resolved, by providing a refund or offering credit that can be used for future Services.
   3. The relevant mode of refund for complaints made will be determined at the sole discretion of Dripylux, and the User shall under no circumstances be entitled to any claim arising from or in connection with the refund method chosen by Dripylux.
   4. Requests for refunds, returns or exchanges would take a period of 7 – 14 working days to be processed.
   5. Returns or exchanges are to be made when there is a size, color or minimal error(s) on orders dispatched by the Merchant or errors made in-house by Dripylux.
   6. The Merchant or Dripylux is to cover the cost of delivery for refunds, if such “errors with an order” was as a result of the negligence of the Merchant or Dripylux.
   7. If error(s) are made by a Merchant who sends a different item from what was displayed on the website, refunds would be made to customers and the Merchant would bear the associated cost(s).
   8. If there are errors with orders as a result of the Customers/Users fault, (such as a wrong size inputted by the customer), a return can be initiated if and only when the Merchant agrees to return and exchange same, otherwise, customers are to bear the loss.
   9. Errors with orders made by customer will or may not be liable for returns and exchanges, therefore customers are advised to carefully go through “size guides” before placing orders.
   10. 6.10.Merchants are not permitted to send a different item from what was uploaded on the website.

7.  Confidentiality

1. 1. In line with applicable data protection regulations, Dripylux is bound by stringent professional standards of confidentiality. Any information received by Dripylux from Users is held in strict confidence and is not released to any third party, unless agreed to by you, or as required under applicable law.

8. Termination of Subscription

1. 1. The User may cease using Dripylux at any time by deactivating his/her account on the app/website. In such event, the User will not be entitled to a refund of any subscription fees or any other fees paid prior to the termination of usage of the Solution.
   2. Upon termination of the User’s account, Dripylux will retain some of the User’s information (including email address, geo-location, and transaction history) as needed to comply with Dripylux ’s legal and regulatory obligations, resolve disputes, conclude any activities related to cancellation of an account, investigate or prevent fraud and other inappropriate activity, enforce agreements, and for other business reasons.
   3. Dripylux also reserves the right, in its sole discretion, to downgrade or terminate the User’s access to the Solution, for any reason and at any time, without prior notice.
   4. If Dripylux elects to terminate the User’s account, Dripylux may send notice of same to the User’s registered email address.
   5. The User agrees that Dripylux will not be liable to the User or any third party claiming through the User for any modification, suspension, or discontinuance of the User’s Subscription, membership or access on the Solution.   

9. Ownership and Preservation of Documents

1. 1. You hereby grant Dripylux permission to use your Information in connection with providing services to you.
   2. The User acknowledges and agrees that Dripylux may preserve these Information as well as disclose them if required to do so by law, or in the good faith believe that such preservation or disclosure is reasonably necessary to accomplish any of the following:

(a) To comply with legal process, any applicable law or government requests;

(b) To enforce the provisions of these Terms;

(c) To respond to claims that any content violates the rights of third parties; or

(d) To protect the rights, property, or personal safety of Dripylux, its users and the public.

10.  Consent to Receive Emails

1. 1. By creating an account, the User agrees that (s)he may receive email communications from Dripylux, such as notifications, newsletters, special offers, account reminders and updates.
   2. the ‘Unsubscribe’ link in the footer of the actual email.

11. No Unlawful or Prohibited Use

1. 1. 11.1.By using the Solution, the User accepts sole responsibility that such use does not violate any applicable law in User’s jurisdiction.

12. Intellectual Property Rights

1. 1. Dripylux retains all rights, titles and interests in and to the products and services provided by it on the Solution including without limitation: software, images, text, graphics, illustrations, logos, service marks, copyrights, photographs, videos, music, and all related intellectual property rights. Except as otherwise provided in this Terms, the User shall not and shall not permit others to:

(a) Reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Services;

(b) (attempt to) copy, modify, alter, disassemble, decompile, dissemble, spam, decrypt, derive or attempt to derive, unauthorized collection of data or otherwise reverse engineer the software or the source code of any software of Dripylux.

(c) copy or create similar devices or solutions of Dripylux.

(d) Collect or store personal information about other users without their express permission or even monitor the app’s or our website’s availability, performance or functionality for any competitive purposes;

1. 1. The design, text, graphics and selection and arrangement thereof, and services and the legal documents, guidance and all other content found on the Dripylux website are copyrights of Dripylux ©, and all rights are reserved.
   2. Dripylux ® is a registered trademark in the Nigerian Registry of Trademarks, Patents, and Designs.
   3. User shall not copy, imitate or use the Dripylux trademark or any material or information, the copyright of which is owned by Dripylux, in whole or in part, without prior consent of Dripylux.
   4. Nothing in this Terms shall be understood as in any way granting any licence or right to use any of Dripylux’s trademarks displayed on the Dripylux website.
   5. All goodwill generated from the use of Dripylux ’s trademarks is reserved for the use of Dripylux, exclusively.

13. Copyright Infringement

1. 1. If the User believes that any material on the Solution infringes upon any copyright owned and/or controlled by the User, the User may send a notice of alleged infringement to info@dripylux .com.

14. Disclaimer of Responsibility and Liability

1. 1. To the fullest extent permitted by law, Dripylux makes no warranties, either express or implied, about the services as they are provided ‘as is’.
   2. Dripylux also disclaims any warranties for merchantability, fitness for a particular purpose and non-infringement.

15. Release and Indemnity

1. 1. The User agrees to indemnify Dripylux /or its affiliates and their respective officers and/or representatives against any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of any third-party claims relating to use of the Dripylux Services by the User, violation by the User of the Terms, and/or violation by the User of the rights of another in relation to the Terms.

16. Dispute Resolution

1. 1. User concerns can be resolved quickly and to the User’s satisfaction by calling any public Dripylux customer service numbers and/or by sending an email to disputes@dripylux .com.
   2. In the event that Dripylux  is not able to resolve a dispute with the User after attempts to do so informally, then as a condition to use of the Services, the User agrees with Dripylux  that such disputes, claims, rights arising therefrom shall be resolved through by negotiation within a period of 14 (fourteen) days or within such further period as the Parties may agree.
   3. Where the above dispute resolution mechanism is ineffective, the User agrees with Dripylux that the said dispute shall be subsequently resolved through binding arbitration before a sole arbitrator.
   4. The Arbitration and Conciliation Act, Cap A18 Laws of the Federal Republic of Nigeria shall be the applicable law for such proceedings.
   5. The arbitration proceedings shall be held in Lagos, Nigeria.
   6. Any party seeking arbitration must first send to the other, by certified or registered mail a written notice of dispute.
   7. Any notice to Dripylux should be addressed to:

Dripylux Limited

Suite C19, Cherub Mall, Lekki, Lagos State.

Attention: Operations manager.

1. 1. Any notice to be sent by Dripylux to the User shall be sent to the User’s address set forth in Dripylux ’s records of account or such other legal address as Dripylux is able to identify and/or via the User’s registered email address.
   2. The User may only resolve disputes with Dripylux on an individual basis and may not bring a claim as claimant or plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidations with other arbitrations are not allowed.
   3. Notwithstanding this agreement to negotiate and arbitrate disputes (as provided above), the following exceptions will apply to the resolution of disputes between Dripylux Users:

(a) Dripylux may bring a lawsuit against the User in any court of competent jurisdiction for injunctive relief to stop any unauthorised use or abuse of the Services without first engaging in arbitration or the informal dispute resolution process described above.

(b) Dripylux may bring a lawsuit against the User in any court of competent jurisdiction solely for injunctive relief to stop any intellectual property infringement without first engaging in arbitration or the informal dispute resolution process described above.

(c) In the event that the agreement to arbitrate, as provided herein, is found to be inapplicable or unenforceable for any reason, then as a condition to the use of the Dripylux  Services, the User expressly agree that any resulting judicial proceedings will be brought in any court of competent jurisdiction, and by use, the User expressly consents to the venue and jurisdiction of the courts therein.

17. Applicable Law

1. 1. 17.1.This Terms shall be governed by the Laws of the Federal Republic of Nigeria.

18. Entire Agreement

1. 1. This Terms constitutes the entire agreement between the User and Dripylux with respect to its subject matter and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Terms.
   2. This Terms shall in no way be construed as creating third party beneficiary rights.

19. Waiver, Severability and Assignment

1. 1. The failure of Dripylux to enforce any provision in this Terms is not and shall not be construed as a waiver of its right to do so later.
   2. If any provision of this Terms is found unenforceable, the remaining provisions of the Terms will remain in full effect and be enforceable, and such term which reflects the intent of Dripylux as nearly as possible shall be reflected in the agreement instead of any severed term.
   3. The User may not assign any rights under this Terms, and any such attempt to do so shall be void and of not effect. Provided that Dripylux shall reserve the right to assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.    

20. Merchants

Merchants shall;

1. 1. Ensure adequate compliance with industry standards and best practices as specified by Dripylux Ltd.
   2. Comply with Dripylux requests to the extent necessary to maintain the standards and integrity of the Services.
   3. Complete the registration process to use the Services under this Agreement.
   4. Be liable for any loss that may be suffered by its customers, which are directly traceable to it.
   5. Be liable and indemnify Dripylux Ltd in full, and against all claims that may be levied on Dripylux Ltd by any customer(s) for want of a defective product/good.
   6. Perform such other obligations/duties that are expedient to achieve the objective of this Agreement.

 

 

 

MERCHANT SERVICE AGREEMENT

This Merchant Services Agreement is made

Between

Dripylux Limited is a company incorporated under the laws of Federal Republic of Nigeria with its registered address at Suite C19, Cherub Mall, Lekki, Lagos State. (hereinafter referred to as “The Company” which expression shall where the context so admits, include its successors, representatives and affiliates) of the one part;

And

Merchant

1. Dripylux is digital marketplace that connects African fashion labels with millennial shoppers.
2. The Merchant is desirous of using and engaging the platform of Dripylux to sell and facilitate the sale of its products or goods (“Purpose”).
3. The Parties now wish to define their roles and obligations and record the terms and conditions to govern the services to be provided through the use of electronic payment systems services.

Commencement and Duration – This Agreement shall commence on the Effective Date and shall remain in force for a period of 1 year (“Initial Term”); and shall be renewed subject to the mutual consent and agreement of the Parties in writing, unless terminated by either Party in accordance with the Termination Clause.    

Incorporation of Terms of Use and Conditions of the Privacy Policy – All terms, provisions, and conditions — including any modification, addition, removal, alteration, reconstruction—in the Privacy Policy and Terms of Use of Dripylux (as contained in the schedules below), are hereby incorporated into this Agreement with the same force and effect as though fully set forth herein.

Both the Privacy Policy, Terms of Use and this Agreement together shall be construed as one and the same agreement. Where the terms of the Privacy Policy/Terms of Use are inconsistent with the terms of this Agreement, the terms of the Privacy Policy shall prevail.

Obligations of Dripylux Ltd

1. Allow the Merchant to use and integrate its web and mobile applications for the sale of relevant products or goods.
2. Perform such other obligations/duties that are expedient to achieve the objective of this Agreement.

Obligations of the Merchant.

1. Ensure adequate compliance with industry standards and best practices as specified by Dripylux Ltd
2. Comply with Dripylux requests to the extent necessary to maintain the standards and integrity of the Services
3. Complete the registration process to use the Services under this Agreement.
4. Be liable for any loss that may be suffered by its customers, which are directly traceable to it.
5. Be liable and indemnify Dripylux Ltd in full, and against all claims that may be levied on Dripylux Ltd by any customer(s) for want of a defective product/good.
6. Perform such other obligations/duties that are expedient to achieve the objective of this Agreement.

Mutual Obligations

1. The Parties undertake to perform their obligations contained in this Agreement for their mutual benefit.
2. Parties shall work together towards achieving the objectives of this Agreement.

Pricing and Settlement –

A percentage of the price of every product sold or bought on the website goes to Dripylux as follows:

Women – 10%

1. A flat rate of 10%  commission to be paid by the Merchant

Men – 10%

1. A rate of 10% commission to be paid by the Merchant

Kids – 10%

1. A rate of 10% commissionto be paid by the Merchant

Value Added Tax (VAT) – Dripylux Ltd shall not be responsible for remitting or paying VAT on behalf of the Merchant to the FIRS. The Merchant shall be liable to remit all necessary VAT from the sales made in respect of the products sold on the website to the Federal Inland Revenue Service (FIRS).

Intellectual Property – All Intellectual Property rights of each Party (“IP Owner”) will remain the IP Owner’s property exclusively or that of its licensors. The other Party (“IP User”) shall not assert any claim to such Intellectual Property rights during the term of this Agreement, or after the termination of the Agreement, except as expressly provided in this Agreement.

Image rights – The Merchant also hereby grants the Company the right to use its pictures as placeholders on the Company’s platform or for website display when necessary.

Confidential Information – Each Party shall keep confidential, any information concerning the other Party, which comes to its knowledge as a result of access to the other Party’s premises or contact with its personnel pursuant to this Agreement.

Termination – Either Party may terminate this Agreement by giving the other Party at least thirty (30) days written notice of its intention to terminate the Agreement and such termination shall be effective upon the expiration of the 30-day notice.

Fraudulent Activity – If the Company has reasonable suspicion of fraud or involving any criminal activity, the Company may suspend the processing of that transaction until the satisfactory completion of the investigation. The Merchant shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving payment.

Representations and Warranties – Each of the Parties represents and warrants that:

1. This Agreement constitutes a legal, valid and binding obligation of the Party, enforceable against it in accordance with the terms of this Agreement;
2. No other agreement, whether in writing or verbal form, exists between any of the Parties that would be to the detriment of the other Party or Parties; and
3. The contents of all documents, goods, products and other information supplied to the other Party during the course of negotiations between the Parties leading to the execution of this Agreement were, when given, true, accurate and complete in all material respects.
4. Either Party shall indemnify and hold the other Party, its affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that Party may incur with respect to negligence, omission, misconduct, violation of any applicable law, statute or regulation and in connection with any third party claims, actions or demands to the extent that such losses result from any breach of this Agreement by such indemnifying Party.

Governing Law & Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
2. The Parties shall use their best efforts to settle amicably any dispute arising from or in connection with this Agreement or the interpretation thereof. If the dispute has not been resolved by negotiation within a period of fourteen (14) days or within such further period as the Parties may agree, the Parties shall endeavor to settle the dispute by party mediation for a further fourteen (14) days. In the event that Parties are unable to resolve any dispute arising between the Parties in connection with this Agreement by negotiation and mediation, Parties shall be entitled to explore any other dispute resolution mechanism known to law,

General

1. All notices which are required to be given under this Agreement shall be in writing and shall be sent to the last registered or known address of the recipient.
2. Nothing in this Agreement shall be deemed to make either Party or any of its agents or employees an employee, joint venture or partner of the other Party.
3. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
4. Neither party will be liable for inadequate performance to the extent caused by a condition “Force Majeure” (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

by clicking the agree button, the merchant is in full agreement to the terms of usage of dripylux services.