Term & Conditions

1. USE OF MARKETPLACE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

2. GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

3. TERMS AND CONDITIONS OF SALE

You Accept and Agree that:

1. we shall accept binding sales, on behalf of sellers, but Sera is not a party to the transaction between the seller and the buyer; and that,a contract for the sale and purchase of a product or products will come into force between the buyer and seller, and accordingly you commit to buying or selling the relevant product or products, upon the buyer’s confirmation of purchase via the marketplace.
2. Subject to these general terms and conditions, the seller’s terms of business shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:

• the price for a product will be as stated in the relevant product listing;
• the price for the product must include all taxes and comply with applicable laws in force from time to time;
• delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, will only be payable by the buyer if this is expressly and clearly stated in the product listing;
• products must be of satisfactory quality, fit and safe for any purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by the seller to the buyer; and
• the seller warrants that the seller has good title to, and is the sole legal and beneficial owner of, the products, and that the products are not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal, insolvency or tax investigation or proceedings.

4. RETURNS AND REFUNDS & SHIPPING AND DELIVERIES

Returns of products by buyers and acceptance of returned products by sellers shall be managed by the respective sellers in accordance with the respective seller’s returns policy , as may be amended from time to time. Acceptance of returns shall be in their (sellers) discretion, subject to compliance with applicable laws of the territory.

Refunds may be offered:

• in respect of the product price;
• local and/or international shipping fees (as stated on respective refund policies); and
• by way of store credits, wallet refunds, vouchers, mobile money transfer, bank transfers or such other method as the seller may determine from time to time.

Returned products shall be accepted and refunds issued by the seller.

Shipping and Deliveries to be conducted based on respective Seller Shipping and Deliveries policies, found on individual product listing and Seller pages.

Changes to our returns page or refunds page shall be effective in respect of all purchases made from the date of publication of the change on our website.

5. COPYRIGHTS AND TRADEMARKS

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

• 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
• all the copyright and other intellectual property rights in our website and the material on our website are reserved.
• Sera’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.

6. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

7. MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

8. PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

9. ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Privacy Policy.

10. OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

11. THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

12. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

13. PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. View our Privacy Policy here.

14. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

15. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

16. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Sera, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

17. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Sera and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

18. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

19. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

20. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

21. GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Kenya.

22. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

23. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at support@sera.ke

If you register with our marketplace as a seller:

•   you accept these seller terms and conditions, the general terms and conditions, and the Sera codes, policies and guidelines, and as may be amended by Sera from time to time and which form an integral part of the terms upon which you may use the marketplace;
•   we will ask you to expressly agree to these seller terms and conditions; the general terms and conditions; and the Sera Codes polices and guidelines, by clicking to confirm that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory.

You may not register with our marketplace as a seller, if you are an employee of Sera or a family member of an employee of Sera, unless Sera has approved the registration pursuant to its conflict of interest procedures.

2. Seller stores

If you register with our marketplace as a seller you will be able to create a store on the marketplace, using the “Vendor” portal.

Seller stores that are submitted may be reviewed for approval, at Sera’s discretion, before they are operational.

You shall be solely responsible for your store, listings and products and you hereby agree that:

•  you shall obtain any licenses required for sale of your products on the marketplace; and
•  to the extent required by applicable law, you shall register with relevant tax authorities and pay all relevant taxes in relation to your product sales.

You understand and agree that you may only open more than one Seller account for a legitimate business reason and this shall be determined at Sera’s discretion. You shall notify Sera if a person or entity related to you opens a Seller  account.

You shall conduct your business on the marketplace:

•  with skill and care, and by co-operating with and acting in good faith towards Sera and the buyers;
•  in accordance with ethical business practices and industry best practice; and
•  in compliance with all applicable laws in force from time to time, including, without limitation (i) all laws, statutes, regulations and other enactments of the territory (ii) the U.S. Foreign Corrupt Practices Act; (iii) U.K. Bribery Act; (iv) all other anti-bribery and corruption, antimoney laundering and anti-terrorism laws; and (v) any trade or export sanctions or restrictions imposed by the United States, the United Kingdom, the European Union and/or the United Nations.

Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any seller store that breaches these seller terms and conditions, the general terms and conditions, or any Sera codes, policies and guidelines.

3. Product listings

You shall be responsible for listing your products on the marketplace by uploading to the Seller Centre (Vendor Dashboard) a completed product page which shall include prices, detailed information, specifications and images in respect of each product.

You may not publish more than one listing in respect of each product.

You agree to be solely responsible for all listings submitted to our marketplace and you agree that all listings must:

•  constitute bona fide listings relating to products that comply with the categories and rules set out at section 4;
•  comply with the rules on content in the general terms and conditions and further particularised in the Content and Image Guidelines; and
•  include all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including in respect of consumer protection.

Listings that are submitted may be individually reviewed and approved, at Sera’s discretion, before they are published on the marketplace, and you acknowledge and agree there may be a lead time between submission of the product page to the Seller Centre (Vendor Dashboard) and the publishing of the Product page on the marketplace due to time required for Sera quality control operations.

Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any listings that breach these seller terms and conditions, the general terms and conditions or any Sera codes, policies or guidelines.

You acknowledge and agree that:

•  notwithstanding that we may approve any listings, you shall be fully responsible for the same; and
• we reserve the right to impose penalties for breach of this section 3, without prejudice to our other rights.

You must keep your listings up to date. In particular, you must deactivate any listings in respect of products that have ceased to be available.

4. The products

The only products that may be the subject of a listing on our marketplace are products falling within the product categories specified on the marketplace.

You must not advertise, buy, sell or supply through our marketplace any product that:

•  breaches any laws or regulations, or infringes any person’s intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;
•  consists of or contains material that would, if published on our marketplace by you, contravene the rules on content in the general terms and conditions; or
•  is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit materials; swords, firearms or other weapons; ammunition for any weapon; or items that are otherwise prohibited pursuant to the Prohibited and Restricted Products Policy, as may be amended from time to time, or any applicable law.

We operate a zero tolerance approach to counterfeit products and any attempt to sell counterfeit products on the marketplace,may result permanently prohibiting you from using the marketplace, and potentially in prosecution.

5. Pricing

All prices of products shall be stated inclusive of VAT and any other tax applicable to the transaction and in the currency of the territory.

You shall be solely responsible for setting the price of your products on the marketplace, which may be amended through the Seller Centre (Vendor Dashboard) from time to time, including for the purpose of any seasonal or other discounts.

The pricing of your products shall comply with all applicable laws, including competition laws.

6. Fulfilment, packaging and delivery

Upon receipt of a confirmation of sale from Sera, you shall:

•  process the order by packing and labeling the product(s) accordingly ; and
•  deliver/send the products to the customer

You shall retain title to and ownership of the products until such time as the products are paid for in full by the buyer to Sera and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.

7. Value added services

You may subscribe through the Seller’s Centre for value added services which may be available from time to time, including but not limited to:

• marketing and promotional services.

In order to subscribe for any value added services you may be required to expressly agree to additional terms and conditions in respect of the same. All value added services shall be governed by any such additional terms and conditions, together with these seller terms and conditions, the general terms and conditions, referenced herein.

Our liability to you in respect of the value added services shall be subject to the limitations and exclusions on liability provided in the general terms and conditions.

8. Commission and fees

We shall charge you a commission in respect of each sale made on the marketplace (exa) and fees in respect of all marketplace services and any value added services, as will be communicated to you via email or your Seller Dashboard.

In case of promotion funded by Sera, commission may be calculated based on the selling price, being the price set by the vendor at the time of the order.

We reserve the right to charge commissions and/or fees in the event that the sale is not completed, by way of consideration for the costs of our services rendered.

We may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees page of Seller Centre (Vendor Dashboard). This will not affect any liability to pay commission that accrues before the new rates are posted or for services that have been previously paid.

9. VAT and other taxes

All amounts stated on the marketplace are stated inclusive of VAT and any other taxes applicable to the transaction. The seller acknowledges that:

•  commissions shall be calculated as a percentage of the selling price (being the price set by the vendor at the time of the order) inclusive of VAT and any other taxes charged to the buyer;
•  commissions are inclusive of VAT and all other taxes thereon; and
•  in the event of any upwards revision in the rate of VAT or any other applicable taxes, the amount of the commission shall be automatically adjusted to ensure that Sera’s net revenues remain constant. The seller may, in its discretion, revise prices accordingly as provided at section 5.2.

The seller shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.

In the event any transaction consists of the importation of products for delivery to the buyer and such transaction may result in the recognition of a permanent establishment for the seller, the seller shall be responsible for complying with its tax obligations in the territory where it has created a current or future tax nexus. The seller understands and acknowledges that consignment fulfillment may create tax nexus e.g. permanent establishment.

Should a competent tax authority determine that Sera is liable for payment of any taxes (including stamp, excise or customs duties) in respect of the transactions, notably pursuant to sections 9.2 and 9.3 above, you hereby indemnify and hold harmless Sera in respect of the same. We may make tax-related deductions to payments processed by us on your behalf and remit such deducted amounts to the relevant government or tax authority.

Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to

• the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.

10. Remittances

You shall collect payments from buyers in respect of each product purchased from the marketplace, and you shall deduct from the same our commissions and, as may be applicable, any fees, charges, taxes, penalties, refunds and any other amounts that you owe to us in respect of any business whatsoever.

You shall remit our commissions and fees, after all deductions pursuant to section 10.1 above, to us in the currency of the marketplace territory and using such payment mechanism as we may notify to you from time to time.

Evidence of payment to our nominated account shall constitute conclusive evidence of payment and receipt.

You shall be entirely responsible for ensuring that the account details that you upload to the Seller Centre (Vendor Dashboard) are accurate and up to date, and that the account is secure. We shall not be liable for any loss or damage to you that may result from fraud or error in respect of your account.

11. Breaches of seller terms and conditions

If we reasonably determine that you have breached these seller terms and conditions, our general terms and conditions, or any Sera codes, policies or guidelines, we may:

•  send you one or more formal warnings;
•  suspend, prohibit or block your access to our marketplace as provided in the general terms and conditions;
•  apply penalties for breach as provided in our Seller Penalty Policy; and/or
•  commence legal action against you, whether for breach of contract or otherwise.

We may vary the amount of the penalties for breach from time to time by updating the Seller Penalty Policy, but this will not affect any liability to pay penalties that accrue before the new amounts are posted.

The consequences of breach provided at section 11.1 above shall also apply if:

•  you fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the marketplace; or
•  if you receive negative ratings and reviews.

12. Insurance

You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

13. Confidentiality and data privacy

All information and documents concerning the conduct of business pursuant to these general terms and conditions, including information relating to business methods, procedures, policies and sales information, is strictly confidential unless it is already in the public domain. You shall not use Sera’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Sera’s confidential information without our prior written consent.

Sellers may not send advertising or promotional communications to buyers on the marketplace without the prior written consent of Sera, and shall be directly responsible to marketplace users for any misuse of their personal data.

If Sera is sued, fined, or otherwise incurs expenses as a result of the seller’s handling of personal data obtained through the marketplace, the seller shall indemnify Sera in respect of the same.

14. Miscellaneous

These seller terms and conditions are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of the territory.