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 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: firstname.lastname@example.org or +2348106361009
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
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
Brands owners shall be required to provide the following ‘relevant information’ via the Acada Connect platform before they can join as partnering brand:
OBLIGATIONS OF ACADA CONNECT TO PARTNERING BRANDS
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
MAKING A PURCHASE / RECEIVING PAYMENTS
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:
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:
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:
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.
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.
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.
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;
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.
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;
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.