Mangochip – User Terms and Conditions

  1. INTRODUCTION
    1. Mangochip Limited (the “Company”, “we”, “us”, “our”) owns the rights to the website of the Hylo mobile application whose domain is www.mangochip.com (“Website”) and to its related mobile application (“App”) (together the “Platform”).
    2. These term and conditions (“Terms”) as defined below) apply to the use of the Platform and the services offered under the Platform.
    3. Please read these Terms carefully before accessing or using the Platform. By accessing and using the Platform, you expressly acknowledge that you have read and understood these Terms, that you agree to be bound by these Terms (which establish a binding contractual relationship between you and the Company) and that you are legally competent to enter into this binding contractual relationship with the Company.
    4. If you do not agree to these Terms and/or you lack the legal capacity to enter into a binding contract with the Company, you may not access or use our Platform.
    5. Other terms that apply to your access and use our Platform are the Company’s Business Conduct and Ethics Policy, Cookie Policy, Privacy Policy and Refund Policy (all as amended from time to time).
  2. DEFINITIONS AND INTERPRETATION
    1. These Terms may contain a number of terms and phrases which have a specific meaning in this document. In these Terms, headings are for convenience and shall not be used in its interpretation.
    2. Unless we indicate to the contrary in these Terms, any references to any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.
    3. The following definitions and rules of interpretation shall apply to these Terms:
      1. Account” means a user account on the Platform;
      2. Affiliate” means, in relation to a body corporate, its holding company or its Subsidiary or any other Subsidiary of such holding company or any other body corporate which is Controlled by the same person(s) who Controls the body corporate; and in relation to an individual means a body corporate which the individual Controls or a parent, spouse, child or family trust of the individual;
      3. Applicable Law” means, from time to time, any law (including statutory, common or customary law), statute, constitution, decree, judgement, treaty, regulation, directive, by-law, order, other legislative measure, or any directive, requirement, request or guideline (whether or not having the force of law but, if not having the force of law, is generally complied with by the persons to whom it is addressed or applied) of any government, supranational, local government, statutory, regulatory, self-regulatory or similar body, authority or court, as amended, replaced, re-enacted, restated or reinterpreted;
      4. Company” means Mangochip Limited;
      5. Control” means, in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
        1. by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
        2. by virtue of any powers conferred by the articles of association, or any other document, regulating that or any other body corporate;
      6. Data Protection Law” means all applicable Kenyan laws and regulations imposing an obligation in relation to the collection, use, disclosure, storage or transmission of Personal Data, including the Data Protection Act, No. 24 of 2019, Laws of Kenya;
      7. "Intellectual Property" means any know-how (not in the public domain), invention (whether patented or not), design, trademark (whether or not registered), or copyright Material (whether or not registered), processes, process methodology (whether patented or not), and all other identical or similar intellectual property as may exist anywhere in the world which is not in the public domain and any applications for registration of such intellectual property;
      8. Intellectual Property Rights” means in relation to any Intellectual Property, all and any: (i) proprietary rights thereto; or (ii) any other right, title, authority or entitlement held by any Party in respect thereof, whether under license or otherwise;
      9. Parties” means all parties to these Terms, and “Party” shall mean any one of them as the context may require;
      10. Personal Data” means any information provided by you to the Company (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers; and (c) that may otherwise be considered “personal data” under applicable Kenyan law;
      11. Rider” means an independent contractor that intends to provide on demand delivery services using the Platform under licence from the Company;
      12. Subsidiary” has the meaning given to it under the Companies Act No. 17 of 2015, Laws of Kenya;
      13. Terms” means these terms and conditions of use, and the terms of the Company’s Business Conduct and Ethics Policy, Cookie Policy, Privacy Policy and Refund Policy (as amended from time to time); and
      14. Vendor” means an independent contractor that intends to provide products and services through the Platform.
  3. COMMENCEMENT AND DURATION
    1. This agreement between you and the Company starts on the date you accept the Terms and will continue until terminated in accordance with clause 13.
  4. USER ACCESS AND REGISTRATION
    1. In order for you to gain access to and use most aspects of our Platform, you are required to create, register for and maintain an Account.
    2. Registration on our Platform is free of charge and on registration you are not obligated to make any purchases.
    3. In order for you to obtain an Account and use our Platform, you shall meet the following requirements:
      1. you shall be at least 18 years of age;
      2. you shall provide us with Personal Data as more particularly outlined in our Privacy Policy;
      3. the Personal Data and information that you provide to us shall be true, accurate, complete and up to date. Where information provided by you changes, you shall as soon as practicably possible, update this information through your Account. If you fail to comply with this provision, we reserve the right to suspend or terminate your Account;
      4. you are responsible for all activity that occurs under your Account and you shall at all times keep your login details strictly confidential. You undertake not disclose the details of your Account or allow access thereto to any third party;
      5. you must accept the terms of the Privacy Policy;
      6. in order to use and access most aspects of the Platform you must accept the terms of the Cookies Policy;
      7. you must accept the terms of the Business Conduct and Ethics policy;
      8. you are the sole owner of your Account and you shall not assign or otherwise transfer your Account to any third party;
      9. you may not access or use the Platform for or in conjunction with any illegal, unlawful or immoral purposes or as prohibited by these Terms;
      10. you may not frame the Platform in any way whatsoever without our prior written permission. Recognising the global nature of the internet, you agree to comply with all Applicable Law, rules and regulations regarding your conduct on the Platform;
      11. you shall not use the Platform in a manner that may infringe the Intellectual Property Rights or other proprietary rights of the Company or any third party; and
      12. you shall not violate the privacy of any person in any way including, but not limited to, sharing any person’s Personal Data or any other information provided during the use of the Platform without their consent to do so.
    4. By creating an Account you agree that you may receive text messages, emails and phone calls as part of your use of the Platform. You may unsubscribe from receiving such text messages, emails and phone calls by contacting us on [insert contact details] or following the directions found at [link].
  5. AMENDMENT OF TERMS
    1. We reserve the right, at our sole discretion, to, and you agree that we may, amend these Terms at any time and in any way, from time to time. We will publish the amended Terms on the Platform. These amendments shall come into effect immediately and automatically on publication and you will be bound by them. It is your responsibility to review these Terms regularly and to ensure that you familiarise yourself with any amendments to these Terms. If you do not agree with any amendments to these Terms, you may no longer access and use the Platform.
  6. LICENCE
    1. Subject to you complying with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform. All rights not granted under these Terms by the Company are expressly reserved.
  7. ORDERS AND DELIVERY
    1. The Company has developed a Platform which allows Vendors to offer a selection of goods and services and Users can request the purchase of such goods and services. The Company only acts as an intermediary and is therefore unable to assume, and does not assume, any responsibility for the quality of the products or for the proper provision of the services offered directly by the Vendors.
    2. When you place an order through our Platform, the Company is responsible for processing the order and forwarding it to the relevant Vendor. Where payment is done through the Platform, the Company is responsible for managing and processing such payments.
    3. Any order placed through our Platform is subject to availability, Rider capacity and acceptance by the Company and the Vendor.
    4. When you place an order, we will send you a confirmation on acceptance by the Company and the Vendor. On confirmation, we will provide you with your order details and facilitate communication between you and the Rider.
    5. We will contact you either by a phone call, text message or via the Platform in the following circumstances;
      1. when the items ordered by you are not available;
      2. when there is no delivery capacity; and
      3. when either the Company, Vendor or Rider has cancelled the order.
    6. Once you have placed your order on the Platform and the order has been confirmed in accordance with clause 7.4, the order cannot be cancelled.
    7. Riders are not employed by the Company and are at liberty to log into the Platform and provide delivery services as, when and for how long they wish. As such, the Company is not responsible for delivery times as this will depend on the Vendors operations, preparation of orders, availability of products and services and availability of Riders.
    8. All post-sale issues relating to the items ordered through the Platform, including but not limited to warranties, replacements, repairs, refunds, servicing, and maintenance shall be taken up directly with the Vendor.
  8. PAYMENT
    1. The price of a product and/or service shall be stated on the Platform and may be subject to change. You will however be notified of the final cost prior to confirmation of your order and payment.
    2. When confirming your order, you will be informed of the various payment options available to you. Should you wish to pay through a credit/debit card, you must provide your card details through your Account. The Company does not store your card details on its servers and can only view the last four digits of the card number. The complete information shall be stored on the servers of the payment service provider that processes the payments on the Company’s behalf.
    3. In the case of cash payments, you must pay at the time of delivery and if payment is not made, the Company may block your Account until the debt has been settled.
  9. PROMOTIONAL CODES
    1. The Company may from time to time, in its sole discretion, offer promotional codes that may be redeemed for Account credit.
    2. Promotional codes may be limited to particular goods and services available on the Platform and such information will be available on the Platform on the establishment of such promotional codes.
    3. Each promotional code may be subject to additional terms and conditions which will be displayed on our Platform or communicated to you.
    4. Promotional codes must be used for the intended audience and purpose that they were established and in a lawful manner.
    5. Promotional codes cannot be duplicated, sold or otherwise transferred to any third party.
    6. The Company reserves the right to cancel or withdraw promotional codes at any time in its sole discretion.
  10. REPRESENTATION AND WARRANTIES
    1. You represent and warrant throughout the term of this agreement that:
      1. you have all power, authority and capacity to accept these Terms and enter into a binding contract with the Company;
      2. you will comply with all Applicable Laws in your use of the Platform; and
      3. any and all information that you provide to the Company in connection with these Terms is true, accurate, complete and up-to-date.
  11. INTELLECTUAL PROPERTY
    1. The Company owns all rights in the Platform, including all Intellectual Property Rights associated with them. The only rights granted to you are the rights set out in these Terms. All rights not granted under these Terms by the Company are expressly reserved.
    2. Without limiting any other part of these Terms, you shall not share (or enable sharing of) the Platform with any third party. In addition, you shall not copy, modify, distribute, sell or lease any of the Company’s software (other than as permitted by Applicable Law) or improperly use the Platform. If these Terms or the licence granted to you under clause 6 above is terminated for any reason, you shall promptly delete the Platform from any and all of your devices.
  12. PRIVACY AND DATA PROTECTION
    1. We shall take reasonable steps to protect your Personal Data. The terms and conditions of the Company’s Privacy Policy will apply to the collection, use and processing of your Personal Data. This includes your location data, which you shall provide as a condition of your order delivery.
    2. You shall comply with all applicable Data Protection Laws in connection with all your activities under these Terms
    3. Without limiting the general obligation under Clause 12.2 above:
      1. you shall only use Personal Data for the purpose of ordering, paying for and obtaining your order through the Platform and you shall not retain any Personal Data after fulfilment of the relevant order;
      2. you shall maintain appropriate measures to protect the integrity, security and confidentiality of all Personal Data against any anticipated threats or hazards, and/or unauthorised access to or use of such data;
      3. you shall immediately inform the Company if you become aware of any actual or reasonably suspected un-authorised access, modification, use, disclosure, loss or interference with Personal Data (“Data Breach”); and
      4. you must immediately provide the Company with any information or assistance reasonably requested for the purposes of investigating and responding to any non-compliance with this clause, any Data Breach, a request from a Customer or for a party’s compliance with Data Protection Laws.
    4. You are responsible for maintaining the integrity of information relating to your access and use of the Platform, including any password, login or key information. You represent and warrant at all times that you will not share any such information with any third party.
  13. TERMINATION
    1. You are under no obligation to use the Platform. You may terminate these Terms at any time and without notice.
    2. The Company may terminate these Terms at any time for no cause without notice.
    3. If you breach any of these Terms, the Company may immediately, automatically and without notice to you, terminate your access to our Platform, and/or prohibit your future access to the Platform, and/or take appropriate legal action against you (including without limitation, applying for urgent and/or interim relief or claiming damages), without incurring any liability of any nature whatsoever and howsoever arising, and all of our rights in this regard are expressly reserved.
    4. The Company may temporarily restrict your access to the Platform if the Company or an Affiliate of the Company is investigating an alleged breach of these Terms.
  14. INDEMNIFICATION
    1. You agree to indemnify and keep indemnified the Company, its directors, officers, employees, servants, agents, contractors and Affiliates against any and all actions, proceedings, demands, costs, liabilities, claims and expenses arising out of or related to any of the following: (i) your failure to comply with any provision of these Terms (ii) your breach of the law; and (iii) third party claims directly or indirectly related to your use of the Platform.
  15. LIMITATION OF LIABILITY
    1. To the fullest extent permissible by Applicable Law, we disclaim all warranties of any kind, whether express or implied, including without limitation to the implied warranties that the content published to the Platform is fit for any purpose.
    2. When you access the Platform, it is entirely at your own risk. The Platform is made available to you “as is”.
    3. Although we take steps to verify information presented on or through the Platform, we do not warrant the accuracy or reliability of any advice, opinion, statement, or other information contained in, displayed on, linked to or distributed through the Platform that we and/or other users may publish to the Platform. You acknowledge that any reliance upon any such opinion, advice, statement or information shall be at your sole risk. We reserve the right, at our sole discretion, to correct any errors or omissions on or relating to the Platform without notice to you.
    4. Information, ideas and opinions expressed on or through the Platform should not be regarded as professional advice or our official opinion and you are strongly advised to seek appropriate professional advice before acting on such information.
    5. Whilst we take reasonable precautions in our operation of the Platform, neither we nor our agents or representatives will assume any responsibility and neither we nor our agents or representatives shall be liable for any damages to or for viruses that may infect your device or software or other property when you access the Platform. Any content you access through the use of the Platform is done at your own discretion and risk and you will be solely responsible for any damage to your device system or loss of data that results from accessing to the Platform.
    6. We will use reasonable endeavours to make the Platform available to you, and keep the Platform available to you at all times. However, you agree that we shall not be liable in respect of any loss or damage caused by or arising from the unavailability of, any interruption in or your use of the Platform (either in part or as a whole) for any reason whatever.
    7. Under no circumstances whatsoever, including as a result of our negligent acts or omissions or those of our directors, officers, employees, servants, agents, contractors, Affiliates or other persons for whom in law we may be liable, shall we or our directors, officers, employees, servants, agents, and Affiliates, be liable for any direct, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss, damage or damages of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable), including but not limited to any loss of profits, loss of revenue, loss of operation time, corruption or loss of information, content or data and/or loss of contracts sustained by you, your directors, servants, dealers or customers, resulting from your use of or inability to access to the Platform.
  16. GOVERNING LAW
    1. These Terms and any non-contractual obligations arising out of or in connection with these Terms and the relationship between the parties shall be governed by, and interpreted in accordance with, Kenyan law.
  17. ASSIGNMENT
    1. You shall not assign or otherwise transfer any rights or obligations arising out of or under these Terms. The Company may, at its sole discretion, at any time and without your consent, assign any or all if its rights or obligations arising out of or under these Terms to any third party and you shall cooperate in full in giving effect to that assignment or transfer. These Terms shall be binding on and be for the benefit of the successors and personal representatives of the Parties (including any successor by reason of amalgamation or merger of any Party) and permitted assignees.
  18. INVALIDITY
    1. Each of the provisions of these Terms is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.
  19. ENTIRE AGREEMENT
    1. These Terms together with any documents referred to herein constitutes the whole and only agreement between the Parties relating to the subject matter hereof and supersedes and extinguishes any prior drafts, previous terms, previous agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing between the Parties, in connection with the subject matter hereof.