As a technological intermediary platform, we care about the security and data
processing of couriers using The VertMall Limited Platform and are committed to
protecting your personal data when using our Platform. By accepting these Terms
and Conditions, You acknowledge that You have read and expressly accepted our
Privacy and Cookie Policies published both on the website and in the application
(collectively referred to as “the Platform”), which form part of these Terms and
Conditions.
In addition, we hereby inform You that we may update our Privacy and Cookie
Policies from time to time directly on our website and/or application, and You, the
courier, accept that the most updated versions will be applicable at all times.
Any persons who do not accept or do not agree with these Terms and Conditions,
which are mandatory and binding, shall refrain from using the site and/or services,
since the processing of personal data described below is necessary for the proper
use of the Platform, as provided for in the Nigeria Data Protection Regulations 2019
and its implementation Framework, and in Article 6.1 of REGULATION (EU)
2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April
2016 on the protection of natural persons with regard to the processing of personal
data (hereinafter referred to as the “GDPR”).
1. General conditions
These Terms and Conditions of Use of The VertMall Limited Platform apply to the
provision of all technological services provided by The VertMall Limited, with address
at reg and tax number (“The VertMall Limited”, the “The VertMall Limited Platform”,
or “We” as required by the context) to the country in which the service provider (the
“Courier”, the “User” or “You”, as required by the context) must register on our
Platform. The VertMall Limited’s main activity is the development and management
of a technological platform through which certain local stores (hereinafter, the
“Stores”) in some cities can offer their products through a mobile or web application
(hereinafter, the “The VertMall Limited Services”, the “Services” or the “App”); and,
incidentally, where appropriate and if requested by the end customer user
(hereinafter, “the Customer User”) of said Stores through the application, may act as
an intermediary in the immediate delivery of the products. Its aims also include
intermediation in collection and/or payment processes and the acceptance andexecution of orders to make collections and receive deliveries on behalf of both
Customer Users and Stores.
1.1 Additional terms may apply to certain Services. These include, but are not limited
to, policies for a particular event, activity or promotion, and You will be informed of
this in connection with the applicable Services. Additional terms are in addition to,
and shall be deemed to be part of, the Terms and Conditions for the purposes of the
applicable Services. In the event of a conflict with respect to the applicable Services,
the additional terms shall prevail over these Terms and Conditions.
1.2 These Terms and Conditions and annexes constitute a single document between
The VertMall Limited and You (hereinafter, the “Parties”), and shall be read as a
single unit.
2. Countries in which The VertMall Limited Operates
2.1. Jurisdiction
These Terms and Conditions and any disputes arising therefrom shall be governed
by, and construed in accordance with, the applicable law of the country in which The
VertMall Limited operates and from which You connect to the Platform.
The Parties irrevocably agree that, subject to the provisions set forth below, the local
courts shall have jurisdiction over any dispute that may arise.
Nothing in this clause shall restrict The VertMall Limited’s right to bring proceedings
against You in any other court of any competent jurisdiction, nor shall the
commencement of proceedings in one or more jurisdictions prevent the initiation of
any proceedings by The VertMall Limited in any other jurisdiction, whether
simultaneously or not, to the extent permitted by the laws of the other jurisdiction.
You hereby waive any objection to proceedings in such courts based on the
foregoing on the grounds of location or on the basis that the proceedings have been
initiated in an inadmissible jurisdiction. Any proceedings you may initiate against The
VertMall Limited with respect to a dispute must be brought in a proper court.
2.2. Your acceptance
To use The VertMall Limited Services, You must meet the following requirements:
(i) You must electronically accept the Special Terms and Conditions based on the
country in which You will use the Platform, through the described channel that may
be provided by The VertMall Limited at the appropriate time.
(ii) You must accept these Terms and Conditions of Use.
(iii) You must accept the Privacy and Data Protection Policy provided below.(iv) You must accept the Cookie Policy.
(v) You must accept The VertMall Limited’s Standards of Ethics and Business
Conduct for Third Parties, as well as all Policies applicable to The VertMall Limited
Community.
(vi) You shall carry out your activity by contracting through the Platform directly or
through a company specialising in logistics services (3PL), as applicable in your
country, for a price to be billed fortnightly, weekly or as appropriate.
(vii) The acceptance of these Terms and Conditions and their annexes means that
any Terms and Conditions of Use of the Platform that You may have previously
accepted have been amended, and You state that the acceptance and entry into
force of these Terms and Conditions repeals and overrides any previous versions.
The Parties acknowledge the veracity, authenticity, completeness, validity and
effectiveness of these Terms and Conditions and their annexes and their terms,
whether they are in electronic format and/or signed by the Parties by means of an
electronic certificate or any other digital signature program to which the Parties have
conferred full validity. In addition, the Parties expressly grant, authorise, accept and
acknowledge as valid any form of proof of authorship of the Parties to these Terms
and Conditions by means of their respective signatures with electronic certificates,
even if such electronic certificates were not issued by the local authority. Any
certificate shall constitute sufficient proof of the veracity, authenticity, integrity, validity
and effectiveness of these Terms and Conditions and their terms and of their binding
nature on the Parties.
By accessing The VertMall Limited Services and registering for the first time on the
Platform, entering your account identification data (hereinafter, the “Account
Identification Data”), You are accepting these Terms and Conditions, as well as all
the Annexes included therein.
You must access your personal account (the “Account”) by logging in with your
chosen username and personal security code (the “Security Code”). You agree to
maintain the confidentiality of your Security Code and to change it on a regular basis.
Each Account is personal and unique, and You are therefore prohibited from
registering or having more than one Account. In addition, the Account is
non-transferable, except in those countries where this is permitted by local law.
In the event of illegitimate use or fraud, The VertMall Limited may cancel, suspend or
disable any two or more Accounts containing the same data or related data that itmay have detected, always by human intervention by a The VertMall Limited agent
and allowing the Courier to file a complaint and/or claim against said decision in the
event of disagreement in any case. You shall be liable, including but not limited to,
under criminal liability, for all transactions carried out under your Account (either by
You or by any persons acting as your substitutes), as it can only be accessed with
the Security Code, and they are subject to acceptance of our Terms and Conditions.
You agree to notify The VertMall Limited immediately, by appropriate and secure
methods, of any fraudulent or illegitimate use of your Account, as well as of any
access to it by unauthorised third parties. For the avoidance of doubt, any sale,
assignment or transfer of the Account that may be considered illegal is prohibited
under any circumstances, except in cases of sublease/subcontracting of your
Account in accordance with the applicable local legislation.
2.3. Amendments
The VertMall Limited may amend the Terms and Conditions and their annexes at its
sole discretion and without prior notice.
The Amendments shall take effect as soon as the updated Terms and Conditions or
any amended policies or additional terms about the applicable Services are posted
here by The VertMall Limited.
If The VertMall Limited makes important changes to the Terms and Conditions, You
will be notified as appropriate in view of the circumstances, for example, by email,
SMS, newsletter, notifications on the Platform, etc. You must therefore ensure You
read such notices carefully.
If You do not wish to continue using the Services in accordance with the amended
Terms and Conditions, You may cancel your Account.
Your continued access to, or use of, the Services after the posting of the
Amendments constitutes implied, necessary and sufficient consent to be bound by
the Terms and Conditions as amended.
3. The VertMall Limited Platform (the “Technology Services”)
3.1 Service Options
You will find a description of our Technology Services options on our website, and we
will explain what Services options are available to You when You create a The
VertMall Limited Account. These Terms and Conditions will be applicable to all our
Technological Services if You register on the Platform as a Courier User.
Services included within the Platform Usage Fee:– Access to the Platform allowing You to voluntarily and freely offer your delivery
services, with the ability to connect at any time and freely choose the orders You
want to carry out. Such access includes the possibility for You to offer your services
to any of the other Users of the Platform (Customer Users, Stores, etc.), regardless
of which The VertMall Limited Group company (The VertMall Limited and/or its
subsidiaries and/or related companies) manages the Platform to which You have
connected and always according to the availability of the country from which You are
connecting.
– Access to insurance cover for the duration of your connection to the Platform.
– Access to a support and help service in the event of any technical issues that may
arise.
– Management and intermediation in the Collection and Payments service.
– Acquisition and/or use of materials that can be requested by You.
Services included within the Activation Fee (if applicable to the country where You
connect):
– Creation of the Courier’s Profile to use The VertMall Limited Platform.
– Acquisition and/or use of materials that can be requested by You.
Likewise, The VertMall Limited may offer other Products and Services not included in
the Fee, which the Courier may, as appropriate according to the legislation of each
country, voluntarily acquire or contract through one of our sales channels.
3.2 Promotions
From time to time and under agreements reached with partner merchants, we may
offer promotions, general promotions or a reduced The VertMall Limited Fee
(“Promotion”). The VertMall Limited may establish whether You are eligible for a
Promotion, as well as withdraw or amend the conditions of the Promotion, at any
time, without prior notice and without liability, to the extent permitted by the
applicable law. It is hereby stated for the record that You can freely decide to accept
or reject the opportunity to benefit from the Promotion.
You hereby agree that the Promotion:
(i) must be used for the intended purposes and in a lawful manner;
(ii) may only be used in accordance with the specific terms set out by The VertMall
Limited for such Promotion;
(iii) may expire before You have used it;(iv) The VertMall Limited reserves the right to withhold or deduct credits or other
specific characteristics or benefits that You or any other User would have obtained
through the use of a Promotion if it decides or believes that the use or redemption of
the Promotion has been made by error, fraudulently, illegally or in violation of the
applicable terms of the Promotion or these Terms and Conditions. In any case, the
process of withholding or deducting credits or other benefits shall involve human
intervention by a The VertMall Limited agent and shall allow the Courier to file a
complaint and/or claim against said decision in the event of disagreement in any
case.
3.3. Information
In order to prioritise your experience as a Courier through the Platform, The VertMall
Limited may offer You non-binding information panels or communications to provide
You with valuable information so that You can take full advantage of the Services
contracted with The VertMall Limited. The VertMall Limited is not responsible for the
use of such information and/or any unintentional errors that may arise in relation to it.
3.4. Technical Faults
The VertMall Limited shall not be liable for any events of force majeure, including, by
way of example without limitation, power cuts or interruptions to the Internet service
or the telecommunications infrastructure, pandemic, riots/strike/lockouts or decisions
of local government bodies or authorities beyond its control that may affect or
interrupt the availability of the Platform or the proper provision of the Services
provided by The VertMall Limited.
The VertMall Limited may, temporarily and in accordance with the legitimate interests
of its Users, restrict the availability of The VertMall Limited Platform or certain areas
or features thereof if necessary due to limits of capacity, security or integrity of our
servers, or to carry out maintenance actions to ensure the smooth or improved
operation of The VertMall Limited Platform. From time to time, The VertMall Limited
may improve and modify The VertMall Limited Platform and add new Services. The
VertMall Limited will notify Users of any changes to the Platform unless they are only
minor and have no material effect on the normal use of the Platform.
4. Use of The VertMall Limited’s Technological Services
4.1 Who is the Courier?
By accepting these Terms and Conditions, You also become a user of The VertMall
Limited application. You can thus use and connect to The VertMall Limited Platform
flexibly and at your sole discretion. You access the Platform in order to use atechnology of the Platform that allows You to connect with other Platform Users,
such as Stores, Customer Users, other Couriers or other Users.
If in your country, You use The VertMall Limited as:
– An Independent Courier User: You can set your own schedules to connect to the
Platform and keep your profile registered. You will act on your own behalf and
interest and use your own materials to carry out the activity;
– Courier User in a logistics services company: As a part of a logistics service
company that uses the Services of the Platform, You will act in accordance with the
instructions of that company.
The VertMall Limited will not direct, control or be considered to direct or control your
actions or conduct within the framework of these Terms and Conditions, including
with respect to the provision of its Services to other Users of the Platform.
You acknowledge that there is no obligation or relationship of exclusivity between
You and The VertMall Limited, so that You may, at your sole discretion, offer services
or perform any other commercial or work activities for other parties, whether or not
they are related to the industry in which The VertMall Limited operates.
4.2. Termination of Services
Prior to the termination of the Services, the Parties agree to settle any debts,
outstanding obligations or commitments previously agreed in relation thereto.
The Parties may terminate the Services for the following reasons:
1. At their own will, at any time and without prior notice, unless the Parties agree
otherwise in writing.
2. For breach of any of the obligations established in these Terms and Conditions.
3. If it becomes impossible to comply with one or more provisions of these Terms
and Conditions.
4. Due to failure to comply with The VertMall Limited’s Standards of Ethics and
Business Conduct for Third Parties and/or any other The VertMall Limited Policy
applicable to all Users of the Platform.
5. For breach of the local legislation by the Courier that may constitute a breach of
good faith between the Parties.
6. In any other circumstances resulting in tax, social security, financial, commercial,
organisational or reputational damage to the other Party or to a third party,
regardless of the amount or extent of the damage caused.
7. For use of The VertMall Limited Platform for abusive or fraudulent purposes thatcould cause property and/or other damage to any Users of the platform.
8. In situations of force majeure, in accordance with clause 8.5 of these Terms and
Conditions.
9. Obligations and Restrictions
5. Courier Users:
5.1 Your Use of The VertMall Limited’s Technology Services:
In order to use The VertMall Limited’s Technology Services, You must register and
create a complete, up-to-date and active Account. This includes, as appropriate but
without limitation, the following obligations:
– To be properly registered so you can carry out the delivery activity for all legal,
social security and tax purposes and in accordance with the local legislation in force
from time to time.
– To pay punctually for the Services agreed with the Platform.
– To submit to The VertMall Limited certain information, whether personal or as a
service provider company, such as your name, address, mobile phone number and
age (the legal age for your jurisdiction shall apply), as well as at least one valid
payment method.
– To maintain accurate, complete and up-to-date information in your Account. You
shall be liable for any inaccuracies in the information provided.
– To be responsible for all activities performed under your Account, including any
carried out by third parties on your behalf, as well as for protecting the security and
secrecy of your Account username and password (Security Code) at all times.
– You agree to comply with all applicable laws, including local, national and
supranational laws and regulations, when using The VertMall Limited’s Technology
Services, and You may only use the Services for legitimate purposes.
– You agree not to use The VertMall Limited’s Technology Platform to cause
problems, disadvantages, fraud or property damage to third parties.
– In the event that You decide to subcontract your Courier User Account, You must
do so in accordance with the local legislation, whenever this allows it, and internal
processes shall be applied to adapt the operation. The VertMall Limited will not be
liable for any damage or breach that may be caused by You and/or your
subcontractors. In this regard and in order to avoid abusive and/or fraudulent
behaviour, The VertMall Limited may request documentation regarding compliance
by the Courier holding The VertMall Limited Account and its subcontractors.– You hereby declare that You have the legal capacity to enter into contracts and that
You are of legal age in the relevant country.
– Only goods and services that are not tacitly or expressly prohibited in the Terms
and Conditions or other policies of The VertMall Limited or by the current legislation
may be included under these Terms and Conditions. For more information about
prohibited products or services, please refer to our Prohibited Item Policies in these
Terms and Conditions or in the General Terms and Conditions of Use applicable to
Customer Users.
– The VertMall Limited will always prioritise your User experience as part of its
Services. The VertMall Limited may create information panels in order to include
your preferences as a User of The VertMall Limited Platform and improve your
experience on it.
– You, as a professional and a Courier, are responsible for the provision of your
services and for the risks of your business as well as, where appropriate, for the
couriers subcontracted by You.
– You undertake to verify and comply with the relevant health and safety
requirements applicable to different types of goods (by way of example without
limitation, those related to pharmacy, alcohol and tobacco) and hold The VertMall
Limited harmless from any liability in the event of breach thereof.
– When transporting food, in compliance with the applicable legislation on this
matter, You undertake to use suitable containers and transport methods.
– You hereby declare that You comply with the applicable legislation in the provision
of your delivery services, such as that relating to tax, labour, civil and criminal laws,
laws on the transport of goods, health, safety and hygiene, and the legislation
inherent in the activity, including any insurance policies that may be applicable in
your region (such as mandatory vehicle insurance).
5.2.
As The VertMall Limited is an intermediary that connects the various Users of the
Platform (Courier Users, Customer Users, Stores, etc) and is not involved in the
transactions carried out between them, You shall be liable for all tax obligations and
charges applicable to the provision of your services, with no liability for The VertMall
Limited for breaches in this regard, and You must inform The VertMall Limited, if
necessary for the purposes of these Terms and Conditions, of any changes ormodifications to your legal, tax, labour, social security or other status. You hereby
declare that you will comply at all times with the local law in your delivery services.
5.2.1 You hereby declare that You comply with The VertMall Limited’s Standards of
Ethics and Business Conduct for Third Parties (which are applicable to all Users of
the platform) and that You are aware of their content and You will not violate the
provisions contained therein.
5.2.2. By accepting an order, You acknowledge that such order may include a
return/collection service or as indicated by the Customer User or the Store with
which You have entered into the agreement.
5.2.3. Pursuant to the agreements concluded with the Customer Users, and for the
purpose of avoiding fraud, Couriers and Customer Users will wait ten minutes at the
time of delivery before cancelling an order.
5.2.4. You accept that the Stores and the Customer User request a delivery service
with a price and quality that are in accordance with market guidelines.
5.2.5. The Courier acknowledges that, in its capacity as service provider, it is solely
responsible for the result of these services, which may result in additional costs
associated with cancellations, non-provision or deficient provision of the service,
inability to continue or complete an order, compensation to other Users for the risk
derived from their activity, etc., which shall be borne solely by You every time.
According to the local legislation in force in the country from which You are
connecting, such liability may also fall on the logistics services company related to
You.
5.2.6. You accept that the collection and/or delivery point indicated on the Platform
may vary by up to 200 metres due to system errors and/or issues associated with the
information provided by other Users.
5.2.7. You acknowledge that, by accepting an order, as applicable on the basis of the
local legislation of your country, You have entered into a commercial contract with
the Store and the Customer User. This means that both the Store and the Customer
User may cancel and/or reassign the service at any time due to dissatisfaction with it
or for breach of the commitments undertaken.
5.2.8. The VertMall Limited reserves the right to take the necessary measures in
case it is identified that the price per service has been altered in a fraudulent way or
through the use of system bugs.
5.3. RestrictionsWithout prejudice to any additional measures that may be taken, your Account may
be temporarily or permanently disabled:
– In compliance with the Code of Ethics that governs all Users of the Platform, if You
use the Platform to insult, offend, threaten and/or assault Third Parties, including,
among others, Customer Users, Stores, other Couriers and/or The VertMall Limited
personnel.
– If You violate any law or any of the provisions of the General Terms and Conditions
or other policies of The VertMall Limited.
– If You engage in fraudulent acts or conduct.
– If You abuse your rights on The VertMall Limited application, causing property
and/or other damage to another User of the platform (Couriers, Customer Users
and/or Stores).
– In the prevention of fraudulent actions, if the identity of the User of the Platform
and/or its substitutes or subcontractors could not be verified and/or any information
provided by You and/or your substitutes or subcontractors was incorrect.
– According to the availability of the country and in accordance with the applicable
legislation, if requested by the logistics services company related to You.
– In order to prevent the security of all Users of the Platform in the event of a
violation of the Merchandise Policy, subject to the following:
Alcohol and tobacco products Deliveries of alcohol and tobacco
products may be limited or restricted in
certain countries and/or cities in which
the Platform operates.
Animals and Regulated Species Animal parts or fluids; prohibited seeds,
harmful plants; regulated plants or other
organisms (including their products)
that are in danger of extinction or
whose trade is regulated by law as
appropriate, in any case.
Child pornography Pornographic material, according to the
applicable legislation of the country of
use of the Platform, as well as
pornographic material that may involve
children or content that may be
perceived as erotic paedophilia.Copyright in Software and Digital Media Counterfeits and unauthorised products Devices or tools to circumvent security
measures
Drugs Gambling and betting Unauthorised copies of protected or
licensed books, music, films, and other
materials, including duly referenced
copies and unauthorised copies of
protected or licensed software, video
games, and other materials, including
OEMs or other products that cause
unsolicited messages to be sent.
Copies or imitations of designer or
other products; items belonging to
famous people that usually require
authentication; false autographs;
foreign currency; stamps; entries; or
other unauthorised goods.
Modems, chips or other devices for
dismantling technical protection
measures, as well as in digital devices,
including those used to unlock
telephone devices.
Controlled substances, narcotics, illegal
drugs and their paraphernalia, including
psychoactive and plant drugs, such as
psychedelic mushrooms, as well as
materials that promote their use; or
legal substances such as plants and
herbs presented in a way that suggests
they should be ingested, inhaled,
extracted or used in any other way and
whose use may be equivalent to that of
an illegal substance, drug or
component, or claiming to have
unproven health benefits.
Lottery tickets, bets or
memberships/registrations on online
betting websites and related content.
Permitted promotion of land-based
casinos.Products sold in pharmacies Deliveries of pharmaceutical products
may be limited or restricted in certain
countries and/or cities in which the
Platform operates. Prescription drugs
may not be ordered or delivered.
Over-the-counter medicines, auxiliary
medical devices, as well as any other
hygiene, nutrition or similar products for
human use that are sold in pharmacies
are subject to the indications given by
the User to the Courier and any that the
pharmacist may consider appropriate.
Materials for hacking and cracking Manuals, guides, information or
equipment that violate the law by
fraudulently damaging or facilitating
access to software, servers, websites
or other protected property.
Human body Organs or other parts of the body, body
fluids, stem cells, embryos.
Stolen or illegal goods Materials, products or information that
promotes illegal goods or facilitates
illegal acts; goods which do not belong
to a person or which a person has no
right to sell; products produced in
violation of the rights of third parties;
goods infringing restrictions on
importing, exporting or labelling; motor
vehicles subject to transfer restrictions.
You are solely and fully responsible for
verifying that all items are genuine and
legal.
Illegal telecommunications equipment Devices intended to obtain satellite
signals without payment, illegal
products to modify mobile phones and
other equipment.Offensive goods Offensive property related to a crime Precious materials Culturally protected artifacts Pyrotechnic devices and hazardous
substances requiring special permission
Traffic-related devices Goods, literature, products or other
materials that:
• Are defamatory of any person or
group of people based on their race,
ethnicity or country of origin, religion,
gender or any other factor.
• Are defamatory of any persons or
groups of persons who are protected
from defamation by the applicable law
(e.g. the royal family in some
jurisdictions).
• Praise or incite violence.
• Promote intolerance or hatred.
• Promote or support membership of
terrorist groups or other organisations
prohibited by the government.
• Are contrary to public morality.
Photographs or objects from a crime
scene, such as personal belongings,
associated with criminals or criminal
acts.
Bulk sales of rare, scarce or valuable
materials or plants.
Materials included in the 1970
Convention on the Means of Prohibiting
and Preventing the Illicit Import, Export
and Transfer of Ownership of Cultural
Property or other goods the sale, export
or transfer of which is restricted by law;
artifacts, cave formations (stalactites
and stalagmites).
Pyrotechnic and related devices in
markets where their supply is regulated,
as well as substances such as gasoline
or propane.
Radars, number plate holders, illegal
traffic modification devices and related
products.Weapons Firearms, ammunition and other items
including, without limitation, firearms,
undetectable or easy-to-hide knives,
martial arts weapons, silencers,
ammunition or ammunition magazines.
Money and foreign currency Foreign currency or coins secured with
precious metals, as well as banknotes,
coins or valuable securities of any other
type.
Primary and secondary schools / Use by
children
We reserve the right to refuse orders
from underage Users. In addition, we
reserve the right to refuse orders
anywhere near a primary or secondary
school, as well as to ask for sufficient
proof of age.
Misuse of the platform / Abuse We will not tolerate the use of abusive
language or abusive attitudes towards
our company or any associated User.
In the event that You fail to comply with any of the Terms and Conditions, The
VertMall Limited may deactivate your Account, without prejudice to any legal or other
action that may apply as a result of crimes, breaches or any civil damage that may
have been caused.
5.4. Income
5.4.1 Invoicing and Payments
Payment processing shall be subject to all the payment processor’s terms,
conditions and privacy policies, and You shall have your own individual or business
account, depending on the country in question, with the payment processor.
The VertMall Limited shall connect and act as an intermediary in payments between
Customer Users, Stores and Couriers (or the related logistics services company)
through a payment processor.
You acknowledge and agree that, depending on the applicable local legislation, as
well as on the way in which You connect to the Platform (directly or through a
logistics services company), the services offered by You may and will have to be
invoiced or re-invoiced to the Customer User and/or the Store, who will ultimately
pay the price of the services offered by You.You agree that the fee for Services to be paid by You to The VertMall Limited
includes, if authorised by You and as appropriate in accordance with the local
legislation of your country and the way in which You connect to the Platform (directly
or through a logistics services company), the management and intermediation of the
billing for your services. In such case, these invoices shall be understood to be
accepted if The VertMall Limited does not receive any communication from You
within 5 days of the invoice issue date.
You acknowledge and accept your liability for any cash given to You by Customer
Users and owned by Stores. You therefore agree that, as appropriate based on the
way You connect to the Platform, the price for the service paid by the Store to You
includes the service of collecting the cash which must be given to said Store.
5.4.2 The VertMall Limited Payment and Fees
You agree that your use of The VertMall Limited Services has an associated cost for
the Services or goods You receive (“Charges”). The VertMall Limited may at its sole
discretion charge a standard fee, an additional fee or an applicable adjustment for
the use of the Platform and the costs of activating the Profile for your Account.
The fee payable by You shall correspond to the use of the Services contracted by
You through the Platform or for any products/goods that You may acquire through it.
It is hereby stated for the record that both the use of the Services and the products
may be temporarily or definitively suspended or disabled in the Platform, depending
on the country from which you are connecting.
The VertMall Limited reserves the right to take any judicial and extrajudicial
measures it deems appropriate to obtain payment of the amounts due.
The VertMall Limited reserves the right to modify, change, increase or cancel the
current rates at any time by notifying the Users of its Platform. In addition, The
VertMall Limited may temporarily modify the Fee, the Policy and the rates of its
Services as a result of promotions or discounts. These modifications will take effect
when the promotion is made public or eligible Users are notified.
All Fees for Products and/or Services contracted with The VertMall Limited shall be
charged immediately in accordance with the payment method permitted in your
country and the preferred method designated in your Account and made available to
The VertMall Limited Services. Once uploaded, The VertMall Limited will send You a
receipt by email. Payment can also be made by offsetting any invoices outstanding
between the parties.If the payment method for your primary Account is considered to have expired or to
be void or unavailable for the charge, The VertMall Limited will contact You and/or
arrange other payment methods applicable to your Account.
The VertMall Limited will use reasonable efforts to inform You of any charges that
may apply.
The VertMall Limited may remove and/or review from time to time any fees, offers
and/or discounts applicable to all Users of the Platform, including You. The VertMall
Limited may apply Service fees or other fees previously advertised on the applicable
social media, unless The VertMall Limited does not apply them to your region, in
which case You will not be charged.
The form of collection of the Charges will always depend on the way in which You
connect with the Platform, either directly or through a logistics services company.
5.5 Security of The VertMall Limited Services and the Platform
5.5.1 In certain cases for the prevention of fraud, You may be required to provide
proof of your identity and/or, if applicable under local law, of your substitutes or
subcontractors to access or use the Services, and You agree that You may be
denied access to, or the use of, the Services if You or your substitutes or
subcontractors refuse to provide such proof of identity. The VertMall Limited may
also use third-party service providers for the purpose of verifying your identity or that
of your substitutes or subcontractors.
5.5.2 The VertMall Limited may, but is not obligated to, monitor, review and/or edit
your Account. The VertMall Limited reserves the right in any event to remove or
disable access to any Account for any reason or no reason, including if it believes, at
its sole discretion, that your Account violates third-party rights or rights protected by
the Terms and Conditions.
5.5.3 The VertMall Limited may take such action without giving prior notice to You or
any third party. The deletion or deactivation of access to your User Account shall be
at The VertMall Limited’s sole discretion, and there is no obligation to remove or
disable access in relation to specific Couriers.
5.6 Limitations and Disclaimer
5.6.1 Disclaimer
– You agree that your sole and exclusive remedy in the event of any problems or
dissatisfaction with The VertMall Limited Services is to uninstall any The VertMall
Limited software you may have and cease to use The VertMall Limited Services.– You agree that The VertMall Limited shall have no obligation or liability arising out
of, or in connection with, third-party applications, collaborations or the content
thereof as made available through The VertMall Limited Services or in connection
with the Platform, and that your relationship with such third-party applications shall
be governed by separate terms and conditions.
5.6.2 Liability
In no event shall The VertMall Limited, its officers, partners, employees,
representatives, administrators, subsidiaries and associated entities, successors,
assigns, suppliers or licensors be liable for:
– Loss or damage (including indirect, special, incidental, punitive or exemplary
damages).
– Any: (i) loss of use; (ii) loss of data; (iii) loss of business; (iv) loss of profits; or (v)
damage to devices;
– Breach or improper performance of the obligations contained in the Terms and
Conditions or for any cause that is not reasonably foreseeable or that is beyond the
reasonable control of The VertMall Limited.
The limitation of liability and the disclaimer contained in this clause are not intended
to limit liability or alter your rights as a Courier User and Customer User of the
Services of The VertMall Limited Platform, and it cannot be excluded under the
applicable law.
5.6.3 These Terms and Conditions do not create any partnership, franchise or
employment relationship between The VertMall Limited and You. You acknowledge
and agree that The VertMall Limited is not a party to any transaction and has no
control over the quality, safety or legality of the services offered by You and/or the
goods and services advertised by the Stores, and/or the ability of Customer Users to
enter into contracts. The VertMall Limited cannot guarantee that any of its Users will
complete a transaction. The VertMall Limited does not guarantee the veracity of any
third-party advertising appearing on the website and accepts no liability for any
correspondence or contracts exchanged or concluded between Users and such third
parties or other Users.
5.6.4 Within the Services offered by The VertMall Limited and as part of the service
fee paid by You or your logistics services company, You may voluntarily take out
personal accident and liability insurance. In the event of subcontracting or
substitution of your Account, this possibility will only be available to thosesubcontractors or substitutes that have been previously communicated to The
VertMall Limited in accordance with clause 8.2 of these Terms and Conditions.
These insurance covers do not include or replace any that may be mandatory for
You or your company in accordance with the applicable legislation (such as
mandatory vehicle insurance).
5.7 Reputation System
The Courier shall have a Rating associated with their profile that is easy to use and
consult. This system is automatic and is updated periodically as different Users carry
out transactions on The VertMall Limited Platform, and it is subject to the rules
contained herein, of which Users are informed in this document and/or in the app
and/or through the appropriate communication channels, so that they know it
thoroughly and find it useful.
The system is based on objective data, numerical information and metrics provided
by Users of the Platform and your customers: Customer Users and Stores.
The VertMall Limited does not manipulate or get involved in the Reputation formation
process but only consolidates objective information obtained from Customer Users
and Stores, who are the recipients of your services.
The VertMall Limited does not verify the veracity or accuracy of the comments
entered by other Users and is not responsible for any statements made on the
website or by other means, including email. All information provided by Users will be
included on the website under the sole responsibility of the issuer.
6. License
Subject to You complying with these Terms and Conditions, The VertMall Limited
grants You a limited, non-exclusive, non-sublicensable (with the exception of
legitimate subcontracting of your Account, if applicable, in accordance with the law
and The VertMall Limited’s Terms and Conditions), revocable and non-transferable
license to: (i) access and use the applications on your personal device solely in
connection with your use of the Services; and (ii) access and use any content,
information and related materials that may be available in relation to the Services, in
each case solely for your personal, non-commercial use. The rights not expressly
granted herein are reserved by The VertMall Limited and its licensors.
7. Intellectual Property
The VertMall Limited respects intellectual property rights and expects You to do the
same. We have established some basic rules for You to follow when using the
Services, to ensure that The VertMall Limited remains enjoyable for everyone. Youmust follow these rules and encourage other Users to do the same. The following
are not allowed under any circumstances:
– Reverse engineering, decompilation, disassembly, modification or creation of
derivative works of The VertMall Limited Services.
– Copying, redistributing, reproducing, recording, transferring, performing or
displaying to the public, transmitting or making available to the public any part of The
VertMall Limited software.
– Selling, renting or sublicensing any part of The VertMall Limited Platform or any
other part of our software.
– Disclosing your password (Security Code) to any other person or using any other
person’s username and password (Security Code).
– Miscellaneous
7.1 The Parties declare that they are aware of, and undertake to comply with, the
legislation of each country and European legislation, if applicable, at all times
throughout the relationship.
7.2 You may not assign or transfer these Terms and Conditions, in whole or in part,
without prior written notice to The VertMall Limited in the event of subcontracting or
replacement of your Account, and in accordance with the applicable law in force. You
authorise The VertMall Limited to assign or transfer these Terms and Conditions, in
whole or in part, including: (i) to a subsidiary or affiliate; or (ii) to a party that has
acquired the capital, company or assets of The VertMall Limited. There is no joint
venture, partnership, employment or agency relationship between You, The VertMall
Limited or any third-party provider as a result of the relationship between You and
The VertMall Limited or the use of the Services on the Platform.
7.3 These Terms and Conditions, as well as the consent given by You to the Cookie
and Privacy Policies, shall also apply if The VertMall Limited delegates or assigns
the processing activities related to your personal data to another company in which
The VertMall Limited has a direct or indirect holding (i.e. any company in The
VertMall Limited Group and its subsidiaries) and The VertMall Limited or any of its
Group companies are involved in a merger or acquisition, consolidation, change of
control or corporate structure, substantial transfer of assets, reorganisation or
liquidation affecting the structure of The VertMall Limited group. The VertMall Limited
may at its sole discretion transfer or assign the processing activities related to your
personal data and/or the consent given by You to any related company or any of itsaffiliates. The VertMall Limited also informs You that, in the event of merger and
acquisition with, of or by another company, your Data may be transferred to the
affected or interested company and your consent can be considered given to said
company, without prejudice to your right to withdraw it, in which case your
relationship with The VertMall Limited and your ability to use the Platform and its
Services will be automatically terminated.
7.4 If any provision of these Terms and Conditions is deemed to be illegal, void or
unapplicable, in whole or in part, under any law, such provision or part thereof shall
be deemed to that extent not to form part of these Terms and Conditions, but the
legality, validity and enforceability of the other provisions of these Terms and
Conditions shall not be affected. In that case, the parties shall replace the illegal,
void or unenforceable provision or part thereof with a provision or part thereof that is
legal, valid and enforceable and that has, to the greatest extent possible, an effect
similar to the illegal, void or unenforceable provision or part thereof given the content
and purpose of these Terms and Conditions. These Terms and Conditions constitute
the entirety of the Terms and Conditions and the understanding of the parties with
respect to their subject matter and supersede all prior or contemporaneous Terms
and Conditions or undertakings with respect to such subject matter. In these Terms
and Conditions, the words “include” and “including” mean “including but not limited
to”.
7.5 Neither Party shall be liable for the timely performance and/or non-performance,
in whole or in part, of any of its obligations if the failure to comply with such
obligation has been caused by an event of force majeure as defined by law. Force
majeure means an event beyond the control of the Parties, unforeseeable and
unavoidable, not involving fault or negligence, occurring after the acceptance of
these Terms and Conditions and which prevents the Parties from performing all or
part of their obligations (e.g. war and natural disasters). If, within 30 (thirty) days from
the date when the force majeure begin, this one does not cease, being uncertain
how long it will last, each Party shall be entitled to consider these Terms and
Conditions terminated in its own right, without notice, without any further formality
and without the possibility of claiming damages from the other Party. In the event
that the event of force majeure, by its nature, is foreseeably of prolonged duration or
of such gravity as to prevent the performance of these Terms and Conditions, each
Party shall be entitled to consider these Terms and Conditions terminatedimmediately, in its own right, without notice, without any further formality and without
the possibility of claiming damages from the other Party.
8. Data Protection Policy
When You register on our Platform as a Courier, The VertMall Limited will process
your personal data as Controller in accordance with the provisions of this clause.
Likewise, in your capacity as Courier, and in accordance with these Terms and
Conditions, You will be Responsible for the Processing of the Data of Customer
Users and employees of the Stores, under the conditions set forth in Annex I to
these Terms and Conditions, in which case The VertMall Limited will be acting as
Processor.
Both Parties undertake to respect at all times the obligations set forth in the Nigeria
Data Protection Regulations 2019 and in the REGULATION (EU) 2016/679 on the
protection of natural persons with regard to the processing of personal data and on
the free movement of such Data and repealing Directive 95/46/EC (the “General
Data Protection Regulation” or “GDPR”), as well as any other local regulations in
force that may be applicable.
8.1 Identification of the Controller
The owner of the treatment is The VertMall Limitedapp Nigeria Limited, with address
at Suite 416, 4th Floor, Adamawa Plaza Plot 1099, 1st Avenue Off Shehu Shagari
Way, Central Business District FCT, Abuja, Nigeria, with Registration number
1793222, a company that through its website (www.The VertMall Limitedapp.com)
and/or mobile application offers services to the Users of its Platform. The VertMall
Limited has a Data Protection Officer, who can be contacted by email at the following
address: gdpr@The VertMall Limitedapp.com.
8.2. Data Processed
Your data collected through the Platform and the technological tools provided to You
by The VertMall Limited will as a general rule be limited to the data necessary to
properly carry out the relationship between the Parties (hereinafter, the “Data”).
Notwithstanding the foregoing, it is possible that, at the time of registration or
creation of an Account by You or throughout the relationship, additional Data may be
requested, either through optional fields in your Account or through promotional
campaigns or other actions that may be carried out by The VertMall Limited.
In any case, The VertMall Limited will always make it clear by means of an asterisk
or equivalent sign whether or not it is mandatory to provide the requested Data.In the processing of your Data there may be Data that is considered sensitive, such
as Data relating to accidents suffered in the pursuit of the activity, so that it can be
provided to insurance companies and/or the relevant authorities. The VertMall
Limited undertakes to request this information only when it is essential for the
performance of these Terms and Conditions or for compliance with a legal or
administrative requirement and, if necessary, to request your consent or process the
Data based on any of the legal bases provided for in the GDPR.
In line with the above, The VertMall Limited may process the following categories of
Data, without prejudice to any others that may be requested throughout the
relationship:
Identifying Data Name and surname, image, voice, ID or
passport, residence details and foreign
resident’s card, social security number,
signature, date of birth, photograph if
included in the identity document, or
other identification Data, etc.
Required documents ID or passport, work permit or similar
documents if necessary, driving licence,
documentary proof of self-employed
status (where applicable), etc.
Contact details Phone number, WhatsApp number,
e-mail or postal address, and any other
information allowing The VertMall
Limited to communicate with You (such
as details of instant messaging
applications), etc.
Bank and billing details Information for billing purposes, current
accounts or credit card numbers, if
necessary to fulfil contractual
obligations or for the management of
purchases or services.
Information regarding the performance
of the Terms and Conditions
All information in relation to the orders
carried out by You, including, but not
limited to, order number, Store and
Customer identification details,
information about the order, informationon the time of provision of the service
and route followed, orders requested,
en route, delivered or cancelled, etc.
Information relating to the equipment
used
We may process information about
electronic equipment for the provision
of the service, including brand and
model of the device or operating
system and version used, IP address,
battery levels and internet connection of
the device.
Information relating to incidents or
accidents
Information regarding any incident or
accident suffered by You when acting in
accordance with the Terms and
Conditions and during the collection or
delivery of an order. The specific
information will depend on each
incident or accident but will as a
general rule include contact and identity
details and potentially sensitive Data
(for example, health Data).
Geolocation The Data relating to your geolocation is
necessary for the performance of the
Terms and Conditions, as well as for
the use of the Platform, in order to allow
Customer Users and Stores to know
your status and location during
collection or delivery.
8.3 Geolocation
By using the application provided by The VertMall Limited for the performance of the
relationship and, therefore, in order to carry out the activity, The VertMall Limited
may receive your geolocation Data if You have activated this feature directly on your
mobile phone.
The VertMall Limited will use the data obtained only in order to provide the Services
to the Courier and to share it with the Customer User and the Store whose order the
Courier has agreed to carry out so that the Customer User and the Store can contact
the Courier if there are any issues with the order.
It is hereby expressly stated that the Courier has full freedom of decision in relation
to the planned journey and/or routes chosen for the offer and provision of itsservices, and in no event will The VertMall Limited use such Data for control
purposes.
8.4 Purpose and Legal Basis of Processing
The Data will be processed exclusively in order to comply with the relationship
established and, in particular:
Voice recordings Within the performance of the Terms
and Conditions between the Parties,
The VertMall Limited may make
recordings of the calls made by You in
order to improve the Courier attention
service, quality, internal training of
advisors and agents, and to ensure that
this service is provided correctly.
This processing is carried out on the
basis of your consent to being
recorded, based on The VertMall
Limited’s legitimate purpose in
improving its Services, or to ensure the
proper provision of the Service based
on the existing contractual obligations,
as may be the case as explained by
You during the call.
Account creation and relationship
management
Your Data as necessary for the creation
of a Courier Account in The VertMall
Limited, as well as to provide
information sessions to Couriers before
they start to use the Platform.
Such Data may also be processed to
comply with the services provided
through The VertMall Limited
Technological Platform and to maintain
the obligations between the Parties.
Such processing may include Courier
reputation systems based on the
feedback given by Customer Users and
Stores, the establishment of time slots
chosen by You for the provision of the
service, the offer of orders based on
objective criteria and your capabilities
or equipment (for example, proximity tothe point of collection and delivery,
vehicle used, load capacity, etc.).
These types of processing are carried
out based on the obligations of the
Parties and to ensure compliance with
the legal obligations applicable to The
VertMall Limited.
Use of the Platform Your use of the Platform is analysed in
order to carry out statistical studies on
the way it is used and to plan
information sessions or focus groups to
obtain Couriers’ opinions or information
on the Platform and to supplement
actions to improve it.
These types of processing are carried
out mainly for ensuring the proper
functioning and development of the
Platform, requesting consent whenever
it is considered necessary.
Delivery or transmission of material and
equipment
Whenever required by You, your Data
will be used to manage the delivery of
any
