WAKANEST LIMITED GENERAL TERMS AND CONDITIONS OF USE FOR VENDORS AND CUSTOMERS

1.INTRODUCTION 

1.1. We are WakaNest Limited (“Company”, “we”, “our”, “us”), a subsidiary of TJDND Group, incorporated under the Companies and Allied Matters Act 2020 Cap C20 LFN 2004 with its registration number RC__________ with its registered address at House 1, Road 1, Olive Garden Estate, Ajah, Lagos State, Nigeria.
1.2. We operate an online lifestyle platform (“marketplace”, “website”) designed to help locals and travellers seamlessly experience travel and tourism in Nigeria (“territory”), bringing together verified Vendors and customers on one secured platform providing services (“products”) including but not limited to luxury accommodation, chauffeur driven rides exclusive event access and curated experiences.

1.3. These general Terms and Conditions shall apply to Customers and Vendors on the marketplace and others who may access the marketplace and shall govern your use of the marketplace.

1.4. By utilizing the marketplace, you irrevocably acknowledge, represent, and warrant that you have read, understood, and consented to be bound by the entirety of this Agreement, including the WakaNest Limited codes, policies, and guidelines, as amended. You further acknowledge and agree that your use of the Website is governed by the WakaNest Limited Legal Notice, Privacy Policy, and Cookie Policy, all of which are hereby explicitly incorporated into this Agreement by reference.

1.5. If you use this website and its related services in the course of a business or other organizational project or on behalf of a business or other legal entity, then by so doing you:

·       1.5.1. Confirm that you have obtained the necessary authority to agree to these terms and conditions

·       1.5.2. Bind both yourself and the person, company or other legal entity to these general terms and conditions.

·       1.5.3. Agree that the terms “you”, “your”. “user” shall reference both the individual user and the relevant person company or legal entity unless the context requires otherwise.

2.DEFINITIONS

For the purpose of this Agreement, the following terms shall have the meanings ascribed to them below:

2.1. “Customer”: means any individual or legal entity who buys, purchases or otherwise procures products or services offered by the Vendor on the marketplace (jointly referred to as “you”, “User” or “your” with the Vendor).

2.2.  “Company”, “we”, “our” or “us” means WakaNest Limited, a subsidiary of TJDND Group a company duly incorporated under the laws of the Federal Republic of Nigeria.

 2.3. “Gross Transaction Value (GTV)”: This refers to the total monetary consideration remitted by the Customer for the Products, inclusive of all legally applicable taxes and levies that may apply.

2.4. “Marketplace”: Refers to the proprietary online digital platform operated by the Company, accessible via wakanest.africa, designed to enable locals and travelers to seamlessly discover, book and experience travel, tourism and related lifestyle services in Nigeria.

2.5. “Products”: means the services or experiences provided by the Vendor through the Marketplace, including but not limited to luxury accommodation, chauffeur-driven transportation, exclusive event access, curated travel experiences, beauty line services and other related offerings.

2.6. “Territory” means the Federal Republic of Nigeria.

2.7. “Vendor”: means any person, company or other legal entity (jointly referred to as “you” or “your” with the Customer) registered on the Marketplace to offer or provide products or services and where applicable shall include both the individual user and the entity such user represents.

2.8. “Your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our marketplace for storage or publication processing by or onward transmission) and all communications on the marketplace including service reviews, feedback and comments.

1.     REGISTRATION AND ACCOUNT

3.1. You may not register with our marketplace if you are under 18 years of age. By using our marketplace, you warrant and represent to us that you are at least 18 years of age.

3.2. If you register for an account with our marketplace, you will be asked to provide an email address or User ID and password and you agree to:

·       3.2.1. Keep your password confidential. It is recommended that you choose a strong password.

·       3.2.2. Notify us immediately if you become aware of any disclosure of your password.

·       3.2.3. Be responsible for any activity on our website arising out of any failure to keep your password confidential and that you would be held liable for any losses arising out of such a failure.

·       2.2.4. Your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf, this shall be at your own risk and the company shall be excluded from any liability.

3.3. We may suspend or cancel your account and/or edit your account details at any time in our sole discretion and without notice or explanation, providing that if we cancel any services you have paid for but not received and you have not breached these general terms and conditions, we will refund you in respect of same.

3.4. You may cancel your account on the marketplace by contacting us through our official communication channels.

2.     TERMS AND CONDITIONS OF SALE

2.1. You acknowledge and agree that:

·       4.1.1. The marketplace provides an online location for Vendors to sell and Customers to purchase services.

·       4.1.2. We shall accept binding sales on behalf of the Vendors but WakaNest Limited is not a party to the transaction between the Vendor and the Customer.

·       4.1.3. A contract for the sale and purchase of a service or services will come into force between the Customer and the Vendor and accordingly, you commit to buying or selling the relevant service upon the Customer’s confirmation of purchase via the marketplace.

2.2.  Subject to these general terms and conditions, the Vendor’s terms of business shall govern the contract for sale and purchase between the Customer and the Vendor. Notwithstanding this, the following provisions shall be incorporated into the contract of sale and purchase between the Customer and the Vendor:

·       4.2.1. The price for a product would be as stated in the relevant product listing.

·       4.2.2. The price for the product must include all taxes and comply with applicable laws in force in the territory at the time.

3.     PAYMENTS

3.1. You must make payments due under these general terms and conditions via the WakaNest Limited website.

3.2.  You shall be required to make a non-refundable deposit when making your booking. We will be responsible for managing your payment and ensuring the completion of your transaction with the Vendor.

3.3.You would be required to make final payment at least 48 hours prior to your booking.

3.4. If you know or suspect any fraudulent behaviour or unauthorised use of your payment method, please contact us and your payment provider as soon as possible.

3.5. All prices shall be in the official currency of the territory. The exchange rate shall be subject to your payment provider.

3.6.After collecting your consent, we will store your payment method details for future transactions.

4.     CANCELLATIONS AND REFUNDS

4.1. By executing a booking via the platform, the User hereby acknowledges and agrees to comply with all applicable policies of the relevant Vendor which shall be duly displayed throughout the booking process. The Vendor’s cancellation policy alongside any ancillary terms and conditions (including but not limited to age restrictions, security or damage deposits, group booking supplements, extra bed arrangements, meal inclusions, and pet policies) shall be made available to the Customer on the Vendor’s account page, during the booking process, within the fine print and in the booking confirmation email.

4.2. In the event the Customer effects a cancellation of a booking or fails to attend any associated fees, deductions or eligibility for refunds shall be strictly governed by the Vendor’s stated cancellation and refund policy.

4.3.The Customer is advised that specific bookings may be designated as non-refundable whereas others may permit free cancellation solely within a defined period explicitly indicated in the booking process.

4.4.Should the Customer lawfully cancel a reservation within any applicable permitted cancellation period, WakaNest shall refund to the Customer the exact amount charged.

4.5. Where the Customer fails to make payment on the specified due date, the Vendor reserves the right to cancel the booking without prior notification. In such an instance, the non-refundable amount previously remitted shall be refunded only at the sole and absolute discretion of the Vendor. The onus is upon the Customer to ensure the successful completion of the payment and the accuracy of all requisite payment details.

4.6.If the Customer anticipates a delay in the scheduled arrival time, the Customer is mandated to promptly notify the Vendor and furnish an estimated arrival time. Failure to comply with this requirement may result in cancellation of the booking or the imposition of additional fees by the Vendor. WakaNest Limited shall not be liable for any costs, losses or inconveniences arising from late arrival, the failure to notify the Vendor or the Vendor’s subsequent enforcement of its policies under such circumstances.

5.     RULES ABOUT YOUR CONTENT

5.1. Your content and the use of your content by WakaNest Limited in accordance with these general terms and conditions must be accurate, truthful and complete.

5.2. Your content must be appropriate, civil and tasteful and accord with generally acceptable standard of etiquette and behaviour on the internet and must not:

·       7.2.1. be offensive, lewd, obscene, suggestive, indecent, pornographic or sexually explicit.

·       7.2.2. depict violence in an explicit, graphic or gratuitous manner.

·       7.2.3. be blasphemous, in breach of racial or religious hatred or discrimination legislation.

·       7.2.4. be deceptive, fraudulent, threatening, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory.

·       7.2.5. cause annoyance, inconvenience or needless anxiety to any person; or

·       7.2.6. constitute spam.

5.3. Your content must not be illegal or unlawful infringe any person's legal rights or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your content must not infringe or breach:

·                7.3.1. any copyright moral right, database right, trademark right design right, right in passing off or other intellectual property right;

·                7.3.2. any right of confidence, right of privacy or right under data protection legislation;

·                7.3.3. any contractual obligation owed to any person; or

·                7.3.4. any court order.

5.4. You must not use our marketplace to link to any website or web page consisting of or containing material that would, were it posted on our marketplace, breach the provisions of these general terms and conditions.

5.5. You must not submit to our marketplace any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

5.6. The review function on the marketplace may be used to facilitate Customer reviews on products. You shall not use the review function or any other form of communication to provide inaccurate inauthentic or fake reviews.

5.7. You must not interfere with a transaction by:

·       7.7.1. contacting another user to buy or sell an item listed on the marketplace outside of the marketplace; or

·       7.7.2. communicating with a user involved in an active or completed transaction to warn them away from a particular Customer, seller or item; or

·       7.7.3. contacting another user with the intent to collect any payments.

5.8. You acknowledge that all users of the marketplace are solely responsible for interactions with other users and you shall exercise caution and good judgment in your communication with users. You shall not send them personal information including credit card details.

5.9. We may periodically review your content and we reserve the right to remove any content at our discretion for any reason whatsoever.

5.10.      1f you learn of any unlawful material or activity on our marketplace or any material or activity that breaches these general terms and conditions you may inform us by contacting us through our provided communication channels.

6.     OUR RIGHTS TO USE YOUR CONTENT

6.1. You grant to us a worldwide irrevocable non-exclusive royalty-free license to use reproduce store adapt publish translate and distribute your content on our marketplace and across our marketing channels and any existing or future media.

6.2. You grant to us the right to sub-license the rights licensed under section 8.1.

6.3. You grant to us the right to bring an action for infringement of the rights licensed under section 8.1.

6.4. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

6.5. Without prejudice to our other rights under these general terms and conditions if you breach our rules on content in any way or if we reasonably suspect that you have breached our rules on content we may delete, unpublish or edit any or all of your content.

7.     YOUR USE OF OUR WEBSITE

7.1. You may:

·       9.1.1. view pages from our website in a web browser;

·       9.1.2. download pages from our website for caching in a web browser;

·       9.1.3. print pages from our website for your own personal and non-commercial use providing that such printing is not systematic or excessive;

·       9.1.4. stream audio and video files from our website using the media player on our website; and

·       9.1.5. use our marketplace services by means of a web browser subject to the other provisions of these general terms and conditions.

7.2. Except as expressly permitted by section 9.1 or the other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.

7.3. You may only use our website for your own personal and business purposes in respect of selling or purchasing products on the marketplace.

7.4. Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.

7.5. Unless you own or control the relevant rights in the material you must not:

·       9.5.1. republish material from our website (including republication on another website).

·       9.5.2. sell rent or sub-license material from our website;

·       9.5.3. show any material from our website in public

·       9.5.4. exploit material from our website for a commercial purpose; or

·       9.5.5. redistribute material from our website.

7.6. Notwithstanding section 9.5, you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

7.7. We reserve the right to suspend or restrict access to our website to areas of our website and/or to functionality upon our website. We may for example suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass or attempt to circumvent or bypass any access restriction measures on the website.

7.8.You must not:

·       9.8.1. use our website in any way or take any action that causes or may cause damage to the website or impairment of the performance availability accessibility integrity or security of the website

·       9.8.2. use our website in any way that is unethical, unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

·       9.8.3. hack or otherwise tamper with our website;

·       9.8.4. probe, scan or test the vulnerability of our website without our permission;

·       9.8.5. circumvent any authentication or security systems or processes on or relating to our website

·       9.8.6. use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

·       9.8.7. impose an unreasonably large load on our website resources (including bandwidth storage capacity and processing capacity)

·       9.8.8. decrypt or decipher any communications sent by or to our website without our permission

·       9.8.9. conduct any systematic or automated data collection activities (including without limitation scraping data mining data extraction and data harvesting) on or in relation to our website without our express written consent;

·       9.8.10. access or otherwise interact with our website using any robot spider or other automated means except for the purpose of search engine indexing;

·       9.8.11. use our website except by means of our public interfaces;

·       9.8.12. violate the directives set out in the robots.txt file for our website;

·       9.8.13. use data collected from our website for any direct marketing activity (including without limitation email marketing SMS marketing telemarketing and direct mailing); or

·       9.8.14. do anything that interferes with the normal use of our website.

8.     INTELLECTUAL PROPERTY

8.1.Subject to the express provisions of these general terms and conditions:

·       10.1.1. we together with our licensors own and control all the copyright and other intellectual property rights in our website and the material on our website; and

·       10.1.2. all the copyright and other intellectual property rights in our website and the material on our website are reserved and protected.

8.2.WakaNest Limited’s logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks and such use may constitute an infringement of our rights.

8.3.The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

9.     DATA PRIVACY AND PROTECTION

9.1.Customers agree to processing of their personal data in accordance with the terms of WakaNest Limited’s Privacy and Cookie Notice.

9.2.WakaNest Limited shall process all personal data obtained through the marketplace and related services in accordance with the terms of our Cookie Policy and Privacy Policy.

9.3.Sellers shall be directly responsible to Customers for any misuse of their personal data and WakaNest Limited shall bear no liability to Customers in respect of any misuse by sellers of their personal data

10.  DUE DILIGENCE

10.1.      We operate an anti-fraud and anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the marketplace.

10.2.      You agree to provide to us all such information documentation and access to your business premises as we may require:

·       12.2.1. in order to verify your adherence to and performance of your obligations under these terms and conditions;

·       12.2.2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or

·       12.2.3. as otherwise required by law or applicable regulation.

11.  WAKANEST’S ROLE AS A MARKETPLACE

11.1.      You acknowledge that:

·       13.1.1 WakaNest Limited facilitates a platform for Customers to book the services listed on the website with independent third-party service providers (Vendors), WakaNest Limited does not provide services directly.

·       13.1.2. the relevant Vendor of the booked service shall at all times remain exclusively and solely liable for the execution, quality, delivery, pricing and any issues arising directly from the services they provide and sell via the platform. WakaNest Limited disclaims all liability arising from the Vendor’s performance, non-performance or negligence.

·       13.1.3. In the event that an issue arises from the purchase or execution of a service on the platform, the Customer must seek recourse directly from the relevant Vendor by following the process set out in these general terms and conditions.

11.2.      WakaNest Limited commits to ensuring that Vendors submit information relating to their services on the platform that is complete, accurate and up-to-date. In accordance with this commitment;

·       13.2.1. all Vendors warrant and represent the completeness and accuracy of all service information published on our platform.

·       13.2.2. all Vendors warrant and represent that the material relating to their services on the platform is current and remains accurate until the time of service execution.

·       13.2.3. if a Customer has a complaint relating to the accuracy or completeness of the service information received from the Vendor, the Customer can seek recourse from the Vendor by following the process set out in this terms and conditions. WakaNest Limited’s liability is limited to facilitating the transmission of such information, not guaranteeing its veracity.

11.3.      WakaNest Limited does not warrant or represent that the website will operate without fault, error or interruption or that the website or any service listing on the website will remain available during the occurrence of events beyond WakaNest Limited’s control, which include but are not limited to: flood, drought or other natural disasters, hacking, viruses, malware or other malicious software attacks on the website, terrorist attacks, civil war, riots or civil commotion; war, threats of war, preparation for war: epidemics or pandemics; or extra-constitutional events or circumstances which materially and adversely affect the political or economic stability of the territory as a whole.

11.4.      WakaNest Limited reserves the right to discontinue or alter any or all of our website services and to stop publishing the WakaNest website at any time in our sole and unfettered discretion without prior notice or explanation. The Customer will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services or if we stop publishing the services. This is without prejudice to the Customer’s rights in respect of any unfulfilled bookings or other existing liabilities of WakaNest Limited.

11.5.      If we discontinue or alter any or all of our website services in circumstances not related to those in Section 13.3., we will provide prior notice to the Customers and Vendors of not less than seven (7) days with clear guidance on the proper protocol for pending transactions or other existing liabilities of WakaNest Limited.

11.6.      WakaNest Limited offers no guarantee or warranty concerning any specific commercial or operational results to the Customer or Vendor arising from the use of the WakaNest website.

11.7.      To the maximum extent permitted by applicable laws in the territory and subject to Section 14.1. below, we exclude all express and implied representations and warranties relating to the subject matter of these General Terms and Conditions, the WakaNest website and the Customer’s reliance on or use of our website.

12.  LIMITATIONS AND EXCLUSION OF LIABILITY.

12.1.      Nothing contained within these general terms and conditions shall operate to:

·       14.1.1. limit or restrict any liabilities in any manner that is prohibited under applicable statutory or regulatory law; or

·       14.1.2. exclude or diminish any liabilities or statutory rights that, pursuant to applicable law, may not be lawfully excluded.

12.2.      The limitations and exclusions of liability stipulated in this section and as provided elsewhere within these general terms and conditions:

·       14.2.1. are at all times subject to the provisions of section 14.1; and

·       14.2.2. shall govern all liabilities arising under these general terms and conditions or relating to the subject matter hereof, including liabilities arising in contract, tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these general terms and conditions.

12.3.      Our aggregate liability to the Customer in respect of any contract to provide services under these general terms and conditions shall in no event exceed the total amount actually paid and payable to WakaNest Limited under that specific contract. Each distinct transaction facilitated on the WakaNest website shall be construed as a separate and independent contract for the purpose for applying this Section 14.

12.4.      Notwithstanding the limitation set forth in Section 14.3. above, WakaNest Limited shall not be liable to the Customer or Vendor for any loss or damage of any nature, including but not limited to, loss or damage in respect of:

·       14.4.1. any losses occasioned by interruption or dysfunction of the WakaNest website.

·       14.4.2. any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business contracts, commercial opportunities or goodwill.

·       14.4.3. any losses arising out of any even or series of events beyond our reasonable control.

·       14.4.4. any loss or corruption of any data, database or software; or

·       14.4.5. any special, indirect or inconsequential loss or damage.

12.5.      We acknowledge that it is in our fundamental interest to limit the personal liability of our officers and employees. Having regard to this interest, you acknowledge that WakaNest Limited is a limited liability entity and agree that you will not bring any claim personally against our officers or employees in respect of any losses suffered in connection with the WakaNest website or these general terms and conditions. This will not limit or exclude the liability of WakaNest Limited for the authorized acts and omissions of our officers and employees committed in the course of business.

12.6.      The WakaNest website may incorporate links to other websites owned and operated by independent third parties. Such links are provided for convenience only and do not constitute recommendations or endorsements. We exercise no control over such third party websites or their content, and we accept no responsibility for them, their accuracy or for any loss or damage that may arise from your use of them.

13.  INDEMNIFICATION

13.1.      You hereby indemnify us and undertake to keep us indemnified against:

·       15.1.1. any and all losses, damages, costs, liabilities, and expenses (including without limitation legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our marketplace or any breach by you of any provision of these general terms and conditions or the WakaNest Limited codes, policies or guidelines; and

·       15.1.2. any VAT liability or other tax liability that we may incur in relation to any sale, supply, or purchase made through our marketplace where that liability arises out of your failure to pay, withhold, declare, or register to pay any VAT or other tax properly due in any jurisdiction.

14.  BREACHES OF THESE GENERAL TERMS AND CONDITIONS.

14.1.      If we permit the registration of an account on our marketplace, it will remain open indefinitely subject to these general terms and conditions.

14.2.      If you breach these general terms and conditions or if we reasonably suspect that you have breached these general terms and conditions or any WakaNest Limited codes, policies or guidelines in any way, we may:

·       16.2.1. temporarily suspend your access to our marketplace;

·       16.2.2. permanently prohibit you from accessing our marketplace;

·       16.2.3. block computers using your IP address from accessing our marketplace;

·       16.2.4. contact any or all of your internet service providers and request that they block your access to our marketplace;

·       16.2.5. suspend or delete your account on our marketplace; and/or

·       16.2.6. commence legal action against you whether for breach of contract or otherwise.

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

15.  DISPUTE RESOLUTION

15.1.      The Parties shall use their best efforts to resolve amicably, through good faith negotiations, any dispute, controversy, or claim, arising out of or in connection with this Agreement or the performance, interpretation, breach, termination or validity thereof.

15.2.      Where the parties are unable to resolve any such disputes within fourteen (14) working days of written notification by one Party to the other, the dispute shall be referred to mediation.

15.3.      Mediation shall be conducted in accordance with the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria or any other governing law within the territory agreed upon by the parties in writing. If mediation fails to resolve the dispute within three sessions, either party may refer the matter to arbitration.

15.4.      The arbitration shall be conducted in accordance with the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria. The dispute will be heard by a sole arbitrator appointed jointly by the parties, or failing such agreement, by the appointing authority designated under the Act. The language of arbitration shall be English and the seat of the arbitration shall be in Lagos, Nigeria at the Lagos Multi-Door Courthouse, unless otherwise agreed in writing by the parties.

15.5.      The arbitral award shall be final and binding on the parties and may be enforced on any court of competent jurisdiction.

15.6.      Nothing in this Section shall preclude either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to prevent or restrain a breach of this Agreement or to protect its proprietary rights.

16.  HIERACHY

16.1.      Should these general terms and conditions, the Vendor terms and conditions, and the WakaNest Limited codes, policies and guidelines be in conflict, these terms and conditions, the Vendor terms and conditions, and the WakaNest Limited codes, policies and guidelines shall prevail in the order here stated.

17.  SEVERABILITY

17.1.      If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

17.2.      If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted and the rest of the provision will continue in effect.

18.  ASSIGNMENT

18.1.      You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions.

18.2.      You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these general terms and conditions.

19.  GOVERNING LAW AND JURISDICTION

19.1.      These general Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

19.2.      Subject to the provisions of Section 17 (Dispute Resolution), the courts of competent jurisdiction in Lagos State Nigeria, shall have exclusive jurisdiction over all disputes, claims or proceedings arising out of or relating to this Agreement or its subject matter.

19.3.      Each party irrevocably waives any objection to proceedings being brought in such courts on the grounds of improper venue and further agrees to submit to the personal jurisdiction of such courts for all purposes.

19.4.      Nothing in this Section shall limit our right to initiate proceedings or seek interim, injunctive or equitable relief in any jurisdiction where you or your assets may be located.

20.  MISCELLANEOUS

20.1.      No waiver of any breach of any provision of these general 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 general terms and conditions.

20.2.      We reserve the right to revise these Seller Terms and Conditions from time to time. You will be required to provide your express consent to any such revisions within the time-frame specified by us in the written notice. Failure to provide an explicit response (whether consent or rejection) to the revised terms within the specified period shall be deemed as your irrevocable acceptance of the revised terms.

20.3.      If you expressly reject any such revisions, we may at our sole discretion, deem this action to constitute a termination of this Agreement by you and subsequently disable or delete your account on the marketplace.

20.4.      These general terms and conditions and the WakaNest Limited codes, policies and guidelines (and in respect of Vendors the Vendor terms and conditions) shall constitute the entire agreement between you and us in relation to your use of our marketplace and shall supersede all previous agreements between you and us in relation to your use of our marketplace.