MERCHANT AGREEMENTS / TERMS OF USE

You hereby confirm that you have read and understood the terms stated herein. By accessing or using “acadaconnect.com”, you unconditionally agree to comply with and also be bound by these merchant agreements herein which governs its use.

These Terms of Service (“Terms”) are a binding legal agreement between you and Think360 Africa, the promoters of acadaconnect.com . It governs your right to use the websites, and other offerings from Think360 Africa.

These terms and conditions apply to all types of services Acada Connect (“Acada Connect”, “we”, “us”, “our” or “ours”) offer, both directly or indirectly. The terms “you”, “your”, “yourself”, “yours”, partner, brands, merchants refer to the corporation who creates an account on Acada Connect platform.

The term “The platform” as used herein refers to Acada Connect website and/or Mobile Application. The term “Partnering brands” refer to merchants, businesses and retailers offering on-going deals and discounts to students via the Acada Discount platform.

You agree to check this “Merchant agreement / terms of use” page from time-to-time for updates and changers to this document. Therefore, Think360 Africa makes no promise or guarantees to furnish you with updated information about this merchant agreement / terms of use document.

You may contact us if you need further explanation of anything referred to herein or relating to the use of the platform. You may contact us at our email address: info@acadaconnect.com or +2348106361009

 

LEGAL USE

Your utilisation of any of our services warrants that you will not make unlawful use of this website or any contents and materials we provide through other means with which we correspond with you or final parties on your behalf.

OUR SERVICE SCOPE

  • Acada Connect is a platform that connects students of tertiary institution across Nigeria with brands offering exclusive deals and discounts via Acada Connect website and/or Mobile Application. Students find interesting offers on the platform and visit the partnering merchant’s store location in other to claim the deal or discount after presenting a valid student identification card from any tertiary instructions and meeting other conditions stated by the merchant to be eligible to get the offer.

MERCHANT AGREEMENT

These terms and conditions comprise the agreement between Think360 Africa (Acada Connect) and the Merchant in connection with the display of goods and services on Acada Connect Platform.

“Account” means the unique user identification and password assigned to each Merchant by Acada Connect for use on the Platform.

“Agreement” means these Terms and Conditions and any annexures hereto.

“Commencement Date” means the date of execution of this Agreement by the Parties.

“Members” means Nigeria students of tertiary institutions who have subscribed to Acada Connect platform.

Tertiary institutions mean ‘Nigeria Government approved public and private tertiary institutions’ such as:

Universities, Polytechnics, Monotechnics, Colleges of Education, Colleges of science and technology, Nursing Schools, Law Schools and other government approved tertiary institutions.

“Merchant” means partnering brands or supported sellers of products and services who have subscribed to Acada Connect Platform.

“Intellectual Property” means “any patent, copyright, registered design, trademark or other industrial or intellectual property right in respect of the Platform and/or any other applications.

“Merchant, You or Your” means the partnering brand or retailer desirous of offering Students exclusive deals and on-going discounts by uploading and displaying its products and services on the Acada Connect platform.

“Parties” means Acada Connect, the Merchant and student of tertiary institutions.

“Services” mean features provided by Acada Connect on the Platform and all other aspects of the Platform including Merchant user contents which may be subject to change from time to time.

“Acada Connect / the Platform” means the Acada Connect website and/or mobile application where Merchants can upload and display their products and services to Students.

“Store-front” means the space provided by Acada Connect and allocated to each Merchant on the Platform for display of Products and services to the Students.

“Website Manager” means a designated web manager appointed by Acada Connect to audit or carry out other services on the Platform on a periodic basis or as directed by Acada Connect from time to time.

COMMENCEMENT AND TENURE

This Agreement shall take effect from the date the merchant creates an account on Acada Connect and shall continue and be in force until The Merchant withdraws from use of the Acada Connect services or summarily terminated in line with the provisions of this Agreement.

OBLIGATIONS OF THE MERCHANT

  • Merchant shall set-up and maintain its store-front, including the contents, in line with the terms of this Agreement and as specified by Acada Connect from-time-to time.
  • Merchant shall ensure that information provided on its Store-front is accurate and complete, and in the form specified by Acada Connect from time- to-time.
  • The Merchant shall ensure that sizes of the images pasted on its store-front shall be as prescribed by Acada Connect from time to time to ensure that the Platform functions at optimal capacity.
  • The Merchant shall keep its Account confidential and shall promptly notify Acada Discount of any unauthorised use of its Account.
  • The exclusive deals and discounts shall be offered only to verified Nigeria student of tertiary education.
  • Merchant shall in the interest of effective marketing, promote the offer to students via its official offline and online media channels such as: website, in-store, outdoor, etc.
  • The Merchant shall be available upon request by Acada Connect to resolve any issues relating to its store-front and resolution of complaints and disputes from individuals patronising the Merchant’s store.
  • The Merchant shall comply with requests from Acada Connect to conduct due diligence and establish the true identity, nature and ownership of the business.
  • The Merchant is prohibited from display and promotion of any harmful or illegal products or service or any product or service declare as illegal under the Law of the Federal Republic of Nigeria; such as narcotics, hard drugs, firearms, tobacco or tobacco products, armament productions, casino or companies where the principal source of income is gambling, Immoral and illegal activities, including but not limited to the display of pornographic photographs or materials or the sale of pornographic products, production or activities involving harmful or exploitative forms of forced labor and/or child labor, trade in wild-life or wild-life products that have been expressly prohibited by Law for public sale, production or trade in radioactive materials, unbounded asbestos fibres, and hazardous chemicals; and investments harmful to the environment or any item which may cause public offence or has been expressly prohibited by Law.
  • The Merchant shall ensure the safety and security of all data or any information stored on its store-front.

BUSINESS INFORMATION

Brands owners shall be required to provide the following ‘relevant information’ via the Acada Connect platform before they can join as partnering brand: 

  • Logo of the company
  • Creative Image representing their offer
  • Accurate detail about the offer
  • Store Address
  • Contact Person phone numbers / e-Mail address.
  • A short company description.
  • Any other necessary information that may be required by Acada Connect
  • Any other information required by law.

OBLIGATIONS OF ACADA CONNECT TO PARTNERING BRANDS

  • Acada Connect shall be responsible for the provision of “the Services” and shall grant the Merchant access to the use of the Services provided that the Merchant is in compliance with the terms of this Agreement.
  • Acada Connect shall provide parameters for the provision of images of the Products to be displayed on the Platform and the content of the information to be uploaded on the Platform and store-front.
  • Acada Connect shall as much as it is within its ability, endeavour to provide necessary administrative and technical support for the Platform.
  • Acada Connect may revise the terms and conditions of this Agreement from time to time.

PROMOTION OF MERCHANT OFFER

After Merchants provide special deals and discount to students on Acada Connect platform, the offer(s) are promoted online & offline to students across Nigeria; driving customer traffic to merchant stores locations.

DEAL & DISCOUNT OFFER / MERCHANT USE OF THE PLATFORM

  • As a merchant, you agree to offer members of Acada Connect an EXCLUSIVE and reasonable discount, deal, free gifts or special promotional offers on your products or services on Acada Discount platform from time-to-time.
  • You agree to respect ALL claims by members of Acada Connect in respect of deal or discount offered on the platform by members with a valid student identification card from any tertiary instructions.
  • If a deal or discount is no longer available, you (merchant) reserve the right to inform the platform administrator to suspend or delete such information promptly and ensure this has been put to effect, as Acada Connect will not be held accountable for miss-information of customers as a result of your actions or inactions.
  • Merchant is solely responsible for validating the offer and accuracy of information provided about the offer to members on the platform. You acknowledge that such information and materials may contain inaccuracies or errors and exclude Acada Connect from liability for any such inaccuracies or errors to the fullest extent permitted by law.
  • Merchant use of this Platform is entirely at their own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information offered through this Platform meet international standards and the customer’s requirements, and under no circumstance shall Acada Connect be responsible for Student’s reliance on any offer information obtained through the Platform.
  • The Platform may also include links to other Websites. These links are provided for member’s convenience to provide further information on the offer. They do not signify that Acada Discount endorse your Website or constitute an endorsement of any merchant’s product or services. We shall also have no responsibility for the content of the linked Website(s).

MAKING A PURCHASE / RECEIVING PAYMENTS

  • Acada Connect, its staff, agents or representative are not mandated to directly sell products or services on behalf of merchants. All sales, processing of transactions and collection of money for the purchase of a product promoted on Acada Connect are to be solely completed by the merchants of such product or service.

RETURN POLICY

The merchant is responsible, to the full extent, for providing effective customer support covering areas such as product return as a result of damage or defect or sub-standard or not meeting with customer requirement.

REPRESENTATION AND WARRANTIES

The Merchant hereby represents and warrants to Acada Connect as follows:

  • That the Merchant is duly incorporated, validly existing and in good standing under the laws of Nigeria and has the legal authority to enter into this Agreement.
  • That the Merchant has the requisite skills, experienced management, certified personnel and technology to execute the services stated herein.;
  • That all the information relating to the Merchant or otherwise relevant to the matters contemplated by this Agreement which have been provided to Acada Connect by the Merchant are true and correct in all respect and shall notify Acada Connect of any material change in such information;
  • The Merchant represents that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to the Services.

EVENT OF DEFAULT

The following, and a breach of any of the terms of this Agreement by the Merchant shall constitute an event of default under this Agreement:

  • If any representation, warranty or statement made or deemed to be made by the Merchant is or proves to have been incorrect or misleading in any material respect;
  • If merchant refuses to honour the deal or discount offered and promoted to students via the platform.
  • If any corporate action, legal proceedings or other procedure or step is taken against the Merchant;
  • If any event, fact or circumstance which has or could in the opinion of Think360 Africa be likely to have a material adverse effect on the ability of the Merchant to perform any of its obligations under this Agreement;
  • Any other reasons which in the sole opinion of Think360 Africa constitutes an event of default and such decision is taken in the best interest of the general public.
  • In the event of any default of any obligation by the Merchant pursuant to this Agreement, Think360 Africa reserves the right to terminate this Agreement immediately without notice and Merchants shall lose their access to their store-front and Services therein terminated immediately.

TERMINATION

Without prejudice to any remedy or right reserved by the Parties, Think360 Africa may terminate this Agreement or suspend the Merchant’s access to the Services at any time without notice to the Merchant for the violation of any of the terms of this Agreement.

The Merchant is at liberty to discontinue the use of Acada Connect services at any time without notice to Think360 Africa by deleting his/her account on the platform and also removing all publicity materials in his possession, whether online or in a physical store location. Unless this is done, members have the right to continue to make request for the displayed products or services offered by the merchant at the current discount price offered on the platform if product or service is available as at the time where the merchant has not deleted his account from the platform.

This Agreement shall automatically terminate if:

  • The Merchant is wound up or goes into liquidation or for any reason, ceases or threatens to cease to carry on its business or transfers its business;
  • The obligations of the Merchant become prohibited by law or any other regulatory authority;
  • The Merchant fails to perform its obligations under this Agreement in accordance with the agreed terms and conditions of this Agreement and any further terms and conditions as may be advised by Acada Connect from time to time.
  • If any event or series of events occurs which may render the Merchant unable to comply with its obligations under the terms of this Agreement, or any other agreement between the Parties;
  • If the Merchant carries out any act that will or is likely to have a material adverse effect on the reputation, image and goodwill of Acada Connect;

Upon termination of this Agreement, the Merchant shall return to Think360 Africa all the properties and materials of Acada Connect that are in the Merchant’s possession.

INDEMNIFICATION

The Merchant recognises and acknowledges that Think360 Africa shall be providing the Services on the Platform on an “as is” basis.

The Merchant agrees to indemnify and keep Acada Connect indemnified against all losses, damages, claims, costs, adverse judgement, legal costs, professional or attorney’s fees and other expenses of any nature whatsoever incurred or suffered by Think360 Africa, whether direct or consequential (including any economic loss on turnover, profit, business or goodwill) as a result of or in connection with or in any way related to the use of the Platform under this Agreement or the use of its website which users on the Platform may be directed to access and the Merchant shall be liable for any loss or damage suffered by Acada Discount  as a result of such action and upon demand reimburse Think360 Africa for any such loss or damages.

In the event of any proceeding, litigation or suit against Think360 Africa by any regulatory agency or in the event of any court action or other legal or judicial proceeding challenging or otherwise arising out of any matter herein contemplated, the Merchant shall co-operate fully with Think360 Africa in the preparation of the defense of such action or proceeding and also co-operate with Think360 Africa and its attorneys, as may be required.

The foregoing indemnification obligations shall survive the termination of this Agreement.

INTELLECTUAL PROPERTY

The Merchant agrees that except as otherwise set forth herein, all right, title and interest in and to all registered and unregistered trademarks, service marks and logos, patent, patent applications and patentable ideas, inventions, trade secrets, proprietary information and know-how, registered and unregistered copyrights including without limitation to any forms, images, audio-visual displays, text, soft-ware and all other intellectual property, proprietary rights or rights related to intangible property which are used, developed, embodied in the Services are owned by Think360 Africa  and agrees to make no claim of interest in or ownership of any such Think360 Africa’s intellectual property.

The Merchant further agrees that no title to Think360 Africa’s proprietary right is transferred to the Merchant, and that the Merchant does not obtain any rights, express or implied by use of the Platform.

The Merchant shall be authorised to use its trademarks on the Platform and shall not infringe on the rights of third parties. The Merchant agrees that the display of its products, services or designs on the Platform shall not infringe on the intellectual rights of any third parties and that it shall not rent, sell, resell, lease, sublicense or loan the components of the Service therefrom.

MANAGEMENT OF THE PLATFORM

Think360 Africa shall appoint a Website Manager whose responsibility shall be to audit and maintain the Platform from time to time to ensure the Platform is being operated legally and that no offensive contents or images are posted on the Merchant’s store-front.

The Website Manager reserves the right, upon giving prior notice to the merchant, to suspend or delete the store-front of any Merchant who breaches any term of this Agreement.

Think360 Africa shall provide sample images, videos, audio, text messages or any other items as may be needed to guide the merchant in uploading on the Website.

ELIGIBILITY TO USE THE SERVICE

The Merchants represents that they are not less than 18 years of Age in the case of the Proprietor of a Business Enterprise or persons representing Merchants who are Limited Liability Companies are not less than 18 years of Age.

CONFIDENTIALITY

Think360 Africa may provide the Merchant with its confidential information in oral or electronic form in furtherance of this Agreement. The Merchant agrees to keep any such confidential information confidential and not to disclose it to any third party, other than its employees and directors on a need-to-know basis, without the prior written consent of Think360 Africa, save as required by law or regulation. The confidential information shall exclude any information that is in the public domain in the same format or context. This clause shall survive the expiration or termination of this Agreement.

The Merchant acknowledges that the unauthorised disclosure of confidential information to a third party may cause loss or damage to Think360 Africa. Accordingly, the Merchant hereby indemnifies Think360 Africa against any loss, claim or damage arising from a breach of the confidentiality obligations under this Agreement;

NON-ASSIGNMENT

The Merchant hereby covenants that it shall not during the subsistence of this Agreement, assign all or any portion of its obligations under this Agreement to any other individual, body or corporation.

DISCLAIMERS AND LIMITATION OF WARRANTY AND LIABILITY

Except as expressly set forth above; Think360 Africa or any of its agents make no warranty of any kind, express, implied or statutory regarding the Services or availability of this Platform.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website nor do we commit to ensuring that the Platform remains available or un-interrupted, error free or that the material on the Platform is kept up-to-date or that all errors shall be corrected.

FORCE MAJEURE

Notwithstanding anything to the contrary herein contained, neither Party shall be liable or responsible for failure to perform or delay in performance of any of its obligations under this Agreement if such failure or delay is due to or attributable to any act of God, war, war-like conditions, hostilities, riots, civil commotion, or any other cause or circumstance of whatsoever nature beyond the reasonable control of either Party. Such Force Majeure situation shall be notified to the other Party within 15 days from the occurrence of the same. If such situation continues for a period of 3 months the other party shall be entitled to terminate the Agreement on the expiry of the said period after duly intimating the same to the other Party;

SEVERABILITY

If any provision of this Agreement is held by a court of law to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provision of this Agreement and without having any effect whatsoever on the validity or enforceability of this Agreement.

NIGERIAN LAW AND GENERAL PROVISIONS

This Agreement shall be governed by the laws of the Federal Republic of Nigeria and any disputes arising therefrom shall be subject to the Nigerian Courts.;

Think360 Africa and The Merchant hereby expressly acknowledge and agree that regarding the relationship between the parties created by this Agreement:

The parties are not, and shall not be deemed, joint ventures or partners;

The Merchant is not, and shall not be deemed, an agent of Think360 Africa.