Merchant Terms and Conditions
PriceCheck.com.ng (the “Website”) is a price comparison website owned and
operated by PriceCheck, a division of Media 24 Ltd, registration number: RC 613319 (hereinafter referred to
as “PriceCheck”). The Website enables all users thereof (“Users”)
to search for and compare the products and/or services of third parties who have registered with
PriceCheck for this purpose (“Merchants”, “you” or “your”
as the context may indicate).
and other policies or documents incorporated herein by reference) (“this Agreement”)
applies to all the services provided by PriceCheck to Merchants from time to time
(collectively, the "Services"). Before you register to become a
Merchant you must read, agree with, and accept all of the terms and conditions contained in this
Agreement.If you do not agree with all the provisions of this Agreement, you may not register
for a Merchant Account and/or use the Services. By completing the registration process,
you are deemed to have read and agreed to all the terms of this Agreement, including the
disclaimer provisions in clause 16 below.
- In order to use any of the Services and become a Merchant, you must own and operate a website of
your own targeted at the Nigerian market (“Your Site” or “Merchant
Site”) via which you lawfully market and/or sell your own products and/or services
- In order to use any of the Services you must register for a Merchant account (“Merchant
Account”) which enables you to access the Merchant platform within the Website
(“Merchant Platform”) via which you can access the Services.
- Note that we are not obliged to accept your registration application and reserve the right not to
enter into this Agreement with you as we may reasonably deem fit. (Reasons for any such refusal
could include for example that you have previously been suspended from our Services or you pose an
unacceptable level of risk for PriceCheck.)
Commencement & Duration
- This Agreement will commence upon PriceCheck’s acceptance of your registration application and will
endure indefinitely, subject to termination in accordance with the provisions of this Agreement.
- You acknowledge that you will remain bound by this Agreement (as may be amended from time to time in
terms of clause 10 below) for as long as you use any of the Services. This
Agreement will terminate automatically and simultaneously with the termination for any reason of the
Services provided to you by PriceCheck.
- The expiration or termination of this Agreement shall not affect such of the provisions of the
Agreement as expressly provide that they will operate after any such expiration or termination or
which of necessity must continue to have effect after such expiration or termination, notwithstanding
that the clauses themselves do not expressly provide for this. In particular, but without limiting
the generality of the aforegoing, clauses 11, 15.3,
16, 17 and 18 to
20 will survive any termination of this Agreement.
- Inclusion of your Feed in our Website: You will supply PriceCheck with details of
all the Products marketed or offered for sale by you on Your Site via an xml feed having the
specification determined by us from time to time (“Feed”). Such Feed must either be
dynamically generated (typical of a normal server-side script) or if static, be generated on a daily
basis. The Feed will be included in the Website, within the existing listing categories on, and
existing site structure of, the Website. We will host and maintain the Feed API at our cost as part
of the Website. We specifically disclaim any warranty regarding the rank, location and
prominence of any of your Product listings anywhere on the Website. We reserve the right to determine
whether and where your Product listings will be displayed in response to any given search, and we
do not guarantee any specific placement on the Website. We reserve the right to remove any
Product listing (or any part thereof) at any time, on reasonable grounds, for any breach of this
Agreement or infringement of any third party rights.
- Links to Your Site: Should a User click on any Product listing within the Feed, the
listing will include a hyperlink to the relevant webpage on Your Site for such Product. Although we
shall be responsible for the creation and maintenance of the aforesaid hyperlink, you are responsible
for the creation and maintenance of the contents of the Feed and for ensuring that it is at all
times up to date.
- User reviews and comments: Registered Users will be able to review your Products
and post comments in relation to your Products (in the form of text, photographs and/or otherwise)
and you acknowledge that such reviews and comments could be positive or negative, but that such
reviews and comments are those of our registered Users, submitted by them directly, and don’t
reflect the views of PriceCheck, and the ratings given to any Merchants or their products are
calculated based on rating submissions made by our registered Users and are not determined by us.
We will not be liable in any way in relation to such comments and reviews. Should you feel that any
comments or reviews are false or unduly prejudicial to you, please contact us, in which case we may,
but shall not be obliged to, investigate the matter further and take such action as we may deem fit.
- Premium Listings and Ads: You may from time to time, for an additional fee, be able
to purchase ‘featured offer’ advertising space on the Website for one or more of your Products, or
to appear as a premium listing in Users’ search results.
- Reporting: We will provide you with reports on your popular products, and the
number of total clicks received (monthly and annually) on your products. These reports can be viewed
any time on the Merchant Platform and we will mail you a more detailed report showing views, clicks
and product popularity on a regular basis.
Your Feed Content
- You must ensure that the content of your Feed is at all times legal, accurate, relevant,
comprehensive, and up to date. To this end, you shall also update the content of Your Site on a
regular basis to ensure it contains complete and accurate information, including your contact
information (such as your full names, registration number, contact numbers and email addresses etc).
You may not at any stage impersonate someone else. Products must also at all times be legal.
- The Product prices in your Feed must be expressed in Naira, inclusive of VAT, alternatively, very
clearly state that the price is exclusive of VAT.
- You acknowledge that you are solely responsible for the content you provide to us and you
warrant that the Feed will not contain any material which is unlawful, obscene, abusive, harassing,
vulgar, offensive, intimidating, pornographic, defamatory, or which constitutes bait marketing, or
which does or reasonably could have a negative impact on PriceCheck’s reputation or infringe upon
any rights of any third parties whatsoever (including but not limited to intellectual
property rights, rights to privacy, rights of ownership of names, copyright, brand names and all
other rights relevant to competition, and to the use of any domain names protected by law).
You further hereby indemnify PriceCheck and hold us harmless against any and all loss,
expense, or damages suffered, or any third party claims made against us arising from or in relation
to a breach by you of the aforesaid warranty.
- Adult material: There is no age limit on our Users as our Website is not an adult
website. You must thus ensure that any Adult Material which may be contained within your Feed, or
on Your Site or any other website or webpages accessible via the links in your Product listings,
are used responsibly and are not accessible to persons under the age of 18 years. PriceCheck will
not be liable in any way in relation to minors viewing any adult-only Product or subsequently
purchasing adult-only Products listed on Your Site (either because the Website directly linked to
Your Site or because your name or contact details were listed on our Website). However, we reserve
the right to take such measures as we consider necessary to ensure that Adult Material is not
accessible to persons under the age of 18 years. For purposes of this clause, PriceCheck considers
“Adult Material” to include (a) any site where the revenue generated by such site is gained in part
or whole from its adult content; (b) photos or videos showing frontal nudity on either men or women
for non-scientific or non-artistic purposes; and (c) photos or videos showing graphic violence or
- Without detracting from the generality of the aforegoing or your obligations under the ‘Prohibited
Conduct’ section below, as a Merchant, anything you include in your Feed or otherwise post/upload to
the Website must be strictly relevant to you or your Products. Also, you may not post/publish any
pornographic or offensive material, or material which you do not have the right to distribute.
By uploading any media/content to the Website (via your Feed or otherwise), you warrant
that you own the copyright therein or have the permission of the copyright owner to publish such
content on the Website and that such content does not otherwise violate this Agreement.
- We have the absolute right to reject any content that is illegal, offensive or otherwise in breach
of this Agreement. If you refuse to remove any content deemed objectionable by us, we may terminate
the Service without further notification and you shall be liable for any fees and charges up to the
date of such termination.
Fees & Other Charges
- Fees: There are no upfront fees for registering as a Merchant. We only charge you
a pay-per-click fee in respect of each redirection of a User from the Website to Your Site
(“PPC Fee”). The minimum PPC Fee is currently ₦18 (excluding VAT). However,
because our Merchants compete for clicks and exposure on the Website, we give greater exposure to
those Merchants who have elected to pay higher PPC Fees in terms of 6.2 below. We reserve the
right to come to other payment arrangements on a case-by-case basis.
- Fee adjustments: You are entitled to determine the PPC Fee you wish to pay from time
to time by giving us prior notice thereof at firstname.lastname@example.org,
provided that the PPC Fee shall at all times be no less than the minimum PPC Fee specified in 6.1
above. We are entitled to increase or vary any of our Fees (including the minimum PPC Fee specified
in 6.1 above) from time to time provided we notify you thereof via email at least 30 days prior to
the fee adjustment being implemented.
- All Fees are payable in advance. Your advance payments may be made in such amounts and at such
intervals as you may decide and will be reflected as credits on your account. As Fees become due,
they shall be deduced from the balance in your account. Should the Fees payable serve to
deplete the balance in your account at any stage, then the Services will be suspended until you
make another payment into your account to cover future Fees.
- Taxes: Unless otherwise stated, Fees do not include any taxes, levies, duties or
similar governmental assessments of any nature, including but not limited value-added, sales, use or
withholding taxes assessable by any local, state, provincial, federal or foreign jurisdiction
(collectively, “Taxes”). You are responsible for paying all Taxes associated with the Services. If
we have the legal obligation to pay or collect Taxes for which you are responsible the appropriate
amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate
authorised by the appropriate taxing authority. For clarity, we remain solely responsible for
taxes assessable against it based on our income, property and employees.
- No Set-off or Deductions: You are not entitled to withhold any payment of any Fees
due to us by reason of any alleged breach of this Agreement or for any other reason whatsoever. In
addition, you may not apply set-off to or demand any discount, rebate or reduction in respect of any
Fees owed to us.
- A certificate signed by either the General Manager or Financial Manager of PriceCheck, whose
appointment, qualification and authority need not be proved, shall be prima facie proof of the
amount in Fees due and payable by you at any time.
- Payment Defaults: Should you fail to pay any amount to us on the due date for
payment therefor, then we may, without prejudice to any of its other rights in law or under the
Agreement: (a) charge interest at the rate of 2% above the prime overdraft rate published by our
bankers from time to time on the overdue amount, calculated from the due date until the date of
payment (both dates inclusive), and capitalized monthly; and/or (b) deactivate your Feed and/or the
links from the Website to your Site (c) take all such further steps as may be necessary to recover
the outstanding amount from you, including without limitation the use of debt collection mechanisms;
and/or (d) recover from you any additional expenditure incurred by us relating to the tracing and/or
collection of unpaid amounts, which costs shall be for your account.
- Billing Complaints: You may direct any billing or account complaint to us at
Relationship with Users
- PriceCheck’s role is limited to providing the platform through which you can promote your Products
to our Users. Our Service is limited to displaying your Product listings on the Website (where
relevant to a User’s search request), and directing Users to Your Site via the link incorporated
within your Product listing. However, once a User has been redirected to Your Site via the link,
it becomes your potential customer, and you are solely responsible for all follow-up action with
such person, including responding to his/her queries, or accepting his/her order which, may be
placed on Your Site.
- In order to protect PriceCheck’s reputation, you hereby warrant to and in favour of PriceCheck that
in the conduct of your business, and in the performance of your obligations under this Agreement,
you will at all times comply with laws which may be applicable including but not limited to The Consumer
Protection Council Act (1992 No.66) and the Consumer Protection Regulations 2005 ("Consumer Law")
( as may be amended from time to time)
and hereby indemnify PriceCheck against any and all loss, damage, or expense suffered by us, or any
third party claims which may be made against us, which arise from or in relation to a breach of the
- We are not an agent of any User, do not make any warranties in relation to such persons, and
neither PriceCheck nor any of its agents or representatives shall be liable for any damage, loss or
liability of whatsoever nature arising in relation to any User. Without detracting from
the generality of the aforegoing, we will not be liable in any way whatsoever in relation to any
sales you may conclude with any User. In selling any products and/or services to any User, you are
contracting with the relevant User and such User is solely responsible for the fulfilment of all
aspects of his/her/its purchase from you. We do not guarantee that any User or any other party
involved in transactions arising from your listings or advertisements placed on the Website will
act in good faith.
- Should you suspect that any User is conducting fraudulent activity or otherwise misleading other
Users in any way, please notify us thereof at email@example.com
so that we can take such measures as we deem appropriate.
- Your Information: When registering for and maintaining a Merchant Account, you will
be required to provide certain personal and other information to us to enable us to provide the
Services to you. You are solely responsible for the accuracy of the information you provide to us
or other users as aforesaid (“Your Information”).We will not be liable to you in any
way whatsoever for any loss, expense or damage suffered by you, or claims made by third parties
against you, and you further indemnify us against any loss, expense or damage we may suffer, or
claims made by third parties against us, which arise from or in relation to your having submitted
inaccurate information to us.
- Information required to validate your identity: We use many techniques to identify
our Merchants when they register on the Website. You authorise us, directly or through third parties,
to make any inquiries we consider necessary to validate your identity and registration. However,
because user verification on the internet is difficult, PriceCheck cannot and does not
guarantee any Merchant’s or User's identity.\
Security & Risks
- You are solely responsible for securing all data in your possession and/or under your
control. It is your responsibility to, and you agree and warrant that you will, keep your username
and password secure and confidential at all times in that you will only use your username and
password for your own personal use and will not disclose your username and password to any other
persons, or enable any other persons to otherwise access your Merchant Account. If you are a Legal
Entity, you must further ensure that the persons authorised by you to access your Merchant Account
do so within the scope of their authority and do not disclose your username and password to any
unauthorised person or enable any unauthorised person to otherwise access your Merchant
- Any person that delivers or attempts to deliver any damaging code to this Website or attempts to
gain unauthorised access to any page on this Website shall be prosecuted and civil damages shall be
claimed in the event that PriceCheck suffers any damage or loss.
- You allow us to take all reasonable steps to ensure the integrity and security of the
Website and back-office applications
Changes to this Agreement and / or the Services
- We reserve the right to modify the Website or Services, in part or in whole, temporarily or
permanently, or to launch new services or improvements, on prior notice posted on the Website
may be changed from time to time upon reasonable notice to you. Upcoming material changes will be
posted on the Website 30 days prior to their effective date. If you do not agree with any of the
amendments made to this Agreement from time to time, you will be entitled to cancel the Agreement
and the Services subscribed for by giving written notice to us to that effect.
Intellectual Property Rights
- Our rights to use your Feed content and Merchant Marks
- You hereby grant to us, and we accept, on a non-exclusive basis, a royalty free,
non-transferable (except as provided herein), world-wide and fully sub-licensible,
license to (a) Use, reproduce and represent the registered or unregistered trademarks,
trade names and/or logos owned by or licensed to you (“Merchant Marks”)
for the limited purposes of enabling us to exercise our rights or to fulfil our obligations
under this Agreement; (b) use, reproduce, distribute, display and transmit the Feed in
connection with, across and through PriceCheck property (in Nigeria) and to permit
users of such PriceCheck property to use the Feed; (c)use, reproduce, distribute, display
and transmit the Feed in connection with the marketing and promotion of any respective
PriceCheck property; and (d) generally to do all things with the Feed to provide the means
and rights of access to the Feed to our Users.
- You grant us a royalty-free, perpetual, world-wide, irrevocable, non-exclusive and fully
sub-licensable right and license to use, modify, adapt, reproduce, publish, translate,
create derivative works from, distribute, perform and display the content of your Feed, in
whole or in part. The means that we will be entitied to (inter alia) (a) organize, reproduce,
display and otherwise use the content of your Feed as well as adapted and translated
versions thereof (alone or in combination with other links and works) whether via the internet,
via wired or wireless communication networks, simultaneously or successively and in
locations and at times of its choice and to transfer such content on demand, via email, text
message and other channels or media, as well as to duplicate the content for the
abovementioned purposes; (b) reproduce, transmit, publicly display and/or distribute your
Feed content as well as adapted and translated versions thereof via any medium; (c) develop
and operate hyperlinks that permit Users to access Your Site; (d) use, reproduce, organize
and publicly display your Merchant Marks; (e) edit, adapt, abbreviate or translate in any
languages your Feed content, to add new or altered content or works and to grant access to
this edited content to third parties; (f) to catalogue and archive your Feed content wholly
or partly in any technical form whatsoever and to transfer it into electronic databases and/or
data networks and to grant third parties access to these databases; (g)exploit advertising
in online and offline media, in particular to grant access to the content of your Feed to
third parties and to combine it with the content of third parties and to incorporate it in
print advertisements, brochures, advertisement films and advertising banners distributed by
us or any authorized third party; and (h)if you authorize us to dos, to automatically produce
Product lists or, if the Feed contains image URLs, the right to exploit Your Site with web
- Reservation of Rights
- All the content, trademarks and data on our Website (“Content”) are the property of or
licensed to us and as such are protected from copying and infringement by local and
international legislation and treaties. The Content may not be reproduced or copied by any
means, whether electronically or not, without our prior written permission. Note that the
Website may contain images, names, codes or other content that constitute the trademarks,
logos, or copyrighted material owned by other Merchants or third parties and you may not
copy or use same without their permission.
- Any and all intellectual property rights subsisting in the Website, any Content, the
Services, this Agreement or otherwise developed by or on behalf of PriceCheck subsisting now
or in the future in any part of the world, in each case whether registered or unregistered
and including all applications for, and renewals or extensions of, such rights for their
full term (“Intellectual Property Rights”), vests in PriceCheck and all rights not expressly
granted are reserved. You acknowledge that you have no claim of any nature in and to the
Intellectual Property Rights. You will not at any time during or after termination or
cancellation of this Agreement dispute the validity or enforceability of such rights, or
cause to be done any act or thing contesting or in any way impairing or tending to impair
any part of any of the Intellectual Property Rights and shall not counsel or assist any
other person to do so. You may not use or alter any trademarks, trade or business names,
designs or logos forming part of the Intellectual Property Rights, including but not limited
to trade marks incorporating the terms “PriceCheck” (“our Logos”)
or do (or fail to do) anything that could adversely affect our rights in our Logos or their
value and you agree to fully reimburse us for any loss or damage that we suffer as a result
of any use by you of our Logos which is not in accordance with the Agreement.
- You may only download, view and print content from the Website for private and non-commercial
purposes. To obtain permission for the commercial use of any content on the Website please
contact us at http://www.pricecheck.com.ng/contact_us/
- Except as expressly stated in this Agreement nothing in this Agreement shall grant or be
deemed to grant either party any right, title or interest in any intellectual property
rights of any kind (including copyright, trademarks, utility marks, domain names, trade and
business names, designs and inventions) owned by the other party and except as expressly
stated herein nothing in this Agreement shall entitle either party to use the other party’s
logos or trademarks or any other intellectual property rights in any way whatsoever without
the prior written consent of the other party.
- Compliance with laws
- We cannot screen or edit all the content available from the Website and do not accept any
liability for illegal, defamatory or obscene content on or connected to the Website, other
than loss or damage arising as a result of our gross negligence in respect of screening
content on the Website. Hyperlinks provided on this Website to other websites are provided
as is and we do not necessarily agree with, edit or sponsor the content on such web pages.
You are encouraged to inform us of any such content that may be offensive or illegal.
- You are obliged to comply with all laws applicable to any intellectual property rights
(including without limitation trade secrets, copyright, trademarks, registered designs and
patents) in respect of any data, files and/or information accessed, retrieved or stored by
you through your use of any of the Services.
- If, while the Agreement is in force, you make any improvement to any aspect of the
Intellectual Property Rights (“Improvement”), you will promptly inform us thereof in
writing and will assign all rights in such Improvement to us and will assist us to obtain
patent, design, copyright and all similar forms of protection for such Improvement at our
expense wherever we may choose to obtain such protection. All intellectual property rights
in respect of such Improvement will be deemed to be included in the Intellectual Property
Rights in terms of the Agreement.
- We respect your privacy and will not disclose your personal information to third parties for marketing
purposes if you have requested us not to do so (which you are able to do at any time). The manner in
be found at http://www.pricecheck.com.ng/policy/
this Agreement. If you are not satisfied with the level of privacy we provide or otherwise disagree
not register for or otherwise use or access our Services.
- You agree to use the Services in accordance with the terms of this Agreement and all applicable laws,
regulations and ordinances. You will not use the Website, or any of the Services for any other
purpose, including unlawful or fraudulent activity. If we have reason to believe that you may be
engaging in or have engaged in fraudulent, unlawful or improper activity, including without limitation
any violation of any terms and conditions of this Agreement, your access to the Services may be
suspended or terminated, as described below.
- In particular, you undertake not to engage in any of the following prohibited conduct in
using the Website or any of the Services:
- Marketing or sale of counterfeit, stolen, or otherwise illegal items;
- threatening, stalking, defrauding, inciting, harassing, or advocating the harassment of,
another person, User or Merchant, or otherwise interfering with another person's use of the
Website or Services;
- submitting false, inaccurate or misleading information on the Website or conducting yourself
in a false, inaccurate or misleading fashion or conducting fraudulent activities (including
but not limited to impersonating a PriceCheck User or representative and/or requesting a
PriceCheck User to provide you with their password or other information so as to access their
- delivering or attempting to deliver any damaging code to the Website or attempting to gain
unauthorised access to any page on the Website; tampering, hacking, modifying to attempt to
gain unauthorised access or otherwise disrupting, disabling, corrupting, interfering with or
otherwise causing harm to the security or functionality of the Website or Services, Merchant
Accounts, accounts of Users, computer systems or networks connected to the Website;
- posting spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass
messaging, whether commercial in nature or not;
- keyword spamming or otherwise attempting to manipulate search results;
- violating any third-party right, including any breach of confidence, copyright, trademark,
patent, trade secret, moral right, privacy right, right of publicity or any other
intellectual property or proprietary right;
- being defamatory, trade libellous, unlawfully threatening or unlawfully harassing or
promoting bigotry or discrimination;
- transmitting or posting profanity, adult content or illegal content, such as child pornography;
- soliciting personal information from minors or harming or threatening to cause harm to minors;
- violating the Agreement or any applicable law (including those governing financial services,
consumer protection, unfair competition, anti-discrimination or false advertising);
- modifying, adapting, appropriating, reproducing, distributing, translating, creating
derivative works or adaptations of, publicly displaying, selling, trading, or in any way
exploiting the Website or Website content (other than Your Information), except as expressly
authorised by us in the Agreement; reverse engineering any portion of the Website or
Services; reformatting or framing any portion of the Website; or removing or modifying any
copyright, trademark or other proprietary rights notice on the Website or on any materials
printed or copied off the Website;
- recording, processing, or mining information about Payers or other Merchants; accessing,
retrieving or indexing the Website to construct or populate a searchable database of business
listings or reviews; or using any robot, spider, site search or retrieval application, or
other automated device, process or means to access, retrieve, scrape, or index the Website or
any Website content;
- making excessive traffic demands; and/or taking any action (such as stress testing) that
exceeds the load advised by PriceCheck from time to time, or that imposes, or may impose in
our sole discretion an unreasonable or disproportionately large load on our technology
infrastructure after having received a request from us to reduce the load and you have
failed to do so;
- using the Website or Services or any Website content to transmit any computer viruses,
worms, defects, trojan horses, time bombs, cancelbots, easter eggs or other computer
programming routines or items of a destructive nature that may damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or other personal
information; using any device, software or routine that interferes with the proper working
of the Website or Services, or otherwise attempting to interfere with the proper working of
the Website or Services;
- removing, circumventing, disabling, damaging or otherwise interfering with any security-related
features of the Website, features that prevent or restrict the use or copying of Website
content, or features that enforce limitations on the use of the Website;
- doing anything which may render us liable to anyone, or cause us to lose (in whole or in
part) the services of our internet service providers or other suppliers after having
received a request from us not to engage in such activities, or after having received a
request from us to remedy such act and you have failed to do so.
- You acknowledge that if you use the Website and/or any Services in a manner that violates
the aforegoing provisions, we may incur substantial liability and/or suffer significant damages,
including (without limitation) fines and other related expenses from its payment processors and
service providers and accordingly in the event of any such violation:
- your Merchant Account will be subject to limitation, suspension or immediate termination,
as stated in clause 14.1 below;
- you will be subject to damages and other penalties, including criminal prosecution where applicable;
- you will be held liable to us for any and all damages suffered by us and, without limiting
the generality of the aforegoing, you shall reimburse us for any and all costs, expenses,
and fines levied on us by third parties such as its payment processors and/or service
providers as a result of your activities.
- You agree that, if either you or PriceCheck commence litigation or arbitration in connection with
clause 13.3 above, the prevailing party is entitled to recover attorneys’ fees and
any other costs incurred in such proceeding on the attorney and own-client scale in addition to any
other relief to which the prevailing party may be entitled.
Breach & Consequences thereof
- In the event that you default in any of your payment obligations or otherwise breach any
provision of this Agreement and fail to remedy such breach within 7 days of PriceCheck having
notified you thereof, without prejudice to any of PriceCheck’s other remedies in law or under
the Agreement (including the right to claim damages), PriceCheck is then entitled to -
- suspend or limit your access to the Services or your Merchant Account until such time as you
have remedied your breach, at which stage we reserve the right to charge you a reconnection
fee in order to re-connect you to the Services; and/or
- terminate the Services(and your access to your Merchant Account) entirely, depending on the
nature of the breach in question ; and/or
- forthwith claim immediate payment of any and all outstanding amounts due by you to PriceCheck;
- list you with any of the credit bureaus; and/or
- appoint tracing agents as may be required; and/or
- if we are in possession of any of your property in consequence of its provision to you of
the Services, we shall be entitled to retain such property pending your settlement of all
amounts owed by you to us, and furthermore, if you fail to pay all amounts then owed to us
within 30 (thirty) days of any notice to you in such regard, we are further entitled, to
dispose of such property in order to defray any expenses incurred by us and any amounts
owed by you to us,
and in all the above instances, we are entitled to retain all Fees already paid by you and
recover all of its costs associated with your breach, including without limitation, default
administration charges, collection costs, legal costs on an attorney and own client scale
whether incurred prior to or during the institution of legal proceedings or if judgement has
been granted, in connection with the satisfaction of such judgement or in regards to the
enforcement of the Agreement.
Suspension & Termination
- Suspension: In addition to suspension for actual un-remedied breaches (as
contemplated in 14.1.1 above), we reserve the right to suspend your access to the
Services and/or your Merchant Account in the following circumstances:
- upon your having committed a breach, pending your remedy thereof;
- should we reasonably suspect that any of the content of your Feed (be it Product details or
pricing or otherwise) or other information you submit to us is not authentic and/or accurate;
- should we reasonably suspect that you have committed any other breach of this Agreement;
- should negative User reviews be posted in relation to you or your Products;
- should we receive complaints from third parties in respect of your business practices (it
being recorded that we are not obliged to verify the foundation for any such complaints prior
to suspending your access to Services).
- Termination: In addition to termination for breach (in accordance with
14.1.2), we are each entitled to terminate this Agreement on 1 calendar month’s
written notice to the other of us.
- Consequences of Termination: Where you are in possession of any of our property in
consequence of the provision to you of the Service, upon termination of this Agreement for any
reason whatsoever, you will immediately return such property to PriceCheck, and shall not be
entitled to retain such property for any reason whatsoever. In particular, but without limiting the
generality of the aforegoing, you will remove any reference to PriceCheck, our Logos, the Content
and the Services from all your promotional and corporate materials, including all your electronic
communications and websites.
- Although PriceCheck uses reasonable care and diligence to ensure that the Services are available,
accurate, complete, correct, error-free, secure, up-to-date and/or reliable, PriceCheck makes no
representations or warranties, implied or otherwise, that, amongst others, the Services, the content
and technology available from the Website or information provided by PriceCheck via email or other
means will be available, timely, accurate, complete, correct, error-free, virus-free, secure, 100%
uninterrupted, up-to-date and/or reliable.
- You therefore agree that the Services and the Website are supplied "as is" and
“as available”, have not been compiled or supplied to meet your individual requirements and are used
at your own discretion and risk. It is your sole responsibility to satisfy yourself prior
to accepting this Agreement that the Services will meet your individual requirements and be
compatible with your hardware and/or software.
- More specifically:
- although we will use reasonable endeavours to ensure the security of the Services and our
e-commerce network infrastructure, we cannot guarantee such security and we will not be
liable in any way whatsoever in respect of any loss or damage of whatever nature suffered
by you or any third party due to a breach of such security of the Services and/or our
e-commerce network infrastructure other than where due to our gross negligence;
- hyperlinks provided on the Website to non-PriceCheck websites are provided as is and
PriceCheck does not necessarily agree with, edit or sponsor the content on such web pages; and
- we make no warranties or guarantees regarding the success or increased Product sales you
may achieve from subscribing to the Services, including no warranty that any User will click
through to Your Site and/or purchase any Products from you.
- Nothing in this Agreement will prevent or limit either of your or our liability for fraud or wilful
misconduct; death or personal injury arising out of negligence; or gross negligence.
- You acknowledge that the allocation of risk and responsibility as set out in the Agreement is \
reasonable because it accords with our not having developed any of the Services specifically for you;
the fact that, while we follows good industry practice, it is not economically possible for us to
exhaustively test any software that supports the Services; and the amount of fees, if any, paid by
you for the Services.
- Limitation of Liability: Notwithstanding our aforesaid disclaimer of liability,
should a court nevertheless find us liable to you in relation to the Services for any reason, our
maximum aggregate responsibility and liability to you (including for negligence and whether pursuant
to one or more claims) in relation to this Agreement will be limited to paying you an amount equal
to the total amount of fees you paid to us for such Service in the 12 months prior to the incident
for which we are responsible.
- Exclusion of Consequential Loss: Under no circumstances whatsoever will we or any of our
affiliates, subsidiaries, agents, suppliers and/or subcontractors be liable to you for any
indirect loss, or any incidental, special, punitive or consequential loss or damage, or any
direct or indirect loss of profits, arising in relation to the Agreement, the Website and/or the
Services. Some jurisdictions do not allow the limitation or exclusion of liability for
incidental or consequential damages, and so in such jurisdictions liability is limited to the
fullest extent permitted by law.
- Uncontrollable Events: Whilst we aim to provide uninterrupted Services, unfortunately
we can’t guarantee this as interruptions may be caused by factors beyond our reasonable control.
Under no circumstances will we be liable for any events beyond our reasonable control. If
circumstances happen that are beyond our reasonable control, we will not be liable for any failure
to perform our obligations under the Agreement because of those circumstances, and we will be
excused from that failure for so long as those circumstances continue. Wherever possible, we will
provide advance warning on our Website of any known or planned interruptions and will try to ensure
any interruption is kept as brief as possible.
Your indemnification of PriceCheck
- You hereby indemnify and hold harmless each of PriceCheck, its parent, subsidiaries,
affiliates, officers, directors and employees, against any and all loss, expense or damage they
may suffer, or third party claims which may be made against them (including legal fees), which
arise (directly or indirectly) from or in relation to (a) any breach of this Agreement (including
any documents it incorporates by reference) by you, your affiliates, or any of your employees or
agents; (b) any violation of any law or the rights of a third party relating to your use of the
Services, by you, your affiliates, or any of your employees or agents; (c) the products and/or
services offered or sold by you; and (d) the content of your Feed
Complaints, PCError reporting, & Disputes
- Should you have any complaints relating to the Services, the Website, or any other Merchants or
Users, or wish to report possible malfunctions and errors, please contact PriceCheck’s Customer
Relations at firstname.lastname@example.org. PriceCheck will take
all such measures as we deem reasonable or
necessary to assess and address your complaint.
- Should a dispute of any nature whatsoever arise between you and PriceCheck on any matter provided
for in or arising out of the Agreement and such dispute is not resolved through the Customer
Relations Department of PriceCheck then, save for urgent or interim relief which may be granted by
a court of the Federal Republic of Nigeria having competent jurisdiction, such a dispute may be submitted
to confidential arbitration upon the written demand of either Party in accordance with the provisions of
Arbitration and Conciliation Act Chapter A18 Laws of the Federation of Nigeria 2004. Arbitration shall
take place in Lagos, Nigeria in English and the arbitrator shall be appointed by the Parties, failing which
by the President of the time being of the Chartered Institute of Arbitrators (Nigeria Branch).
The website of the Chartered Institute of Arbitrators (Nigeria Branch) is located at http://ciarbnigeria.org/.
Should any legal action permissible under this Agreement be instituted to enforce the terms and conditions of this Agreement,
the prevailing Party shall be entitled to recover all legal expenses incurred in connection with the action,
including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees.
- Should a dispute of any nature whatsoever arise between you and another Merchant or User, you
acknowledge that we are not and will not be a party to such dispute. We do not act as the agent of
any of our Merchants or Users and are not responsible for resolving such disputes. We may however in
its sole discretion elect (but shall not be obliged) to assist in the resolution of such dispute.
Addresses for Notices
- We each choose as our domiciliumcitandi et executandi (i.e. physical address) for all
purposes under the Agreement, whether in respect of court process, notice, or other documents or
communication of whatsoever nature, the following addresses:
- PriceCheck: 88 Oduduwa Crescent, G.R.A , Ikeja, Lagos, Nigeria, with a copy to
(the delivery of which copy shall be required in order for notice to be validly delivered)
- You: the physical address PriceCheck has on record for you as provided by you from time to
- Where communications are made electronically, where provided for in accordance with the Agreement,
such communications shall be deemed to have been received within 48 hours after having been sent,
save where the sender knows that delivery thereof has failed.
- Cession & Transfer of rights: PriceCheck is entitled to cede or assign any of its rights
or obligations under this Agreement to any third party, but for security reasons, you shall not be
entitled to cede, assign, transfer or otherwise dispose any of your rights and obligations under this
Agreement to any other person, without our prior written consent. More specifically, should you wish to
sell or otherwise dispose of the business to which Your Site and/or your Feed relates, you and the
prospective purchaser must notify PriceCheck thereof, requesting either that this Agreement be ceded and
assigned to such purchaser, or that this Agreement be terminated in accordance with its terms
- Electronic Communications: To the fullest extent permitted by applicable law, you consent to
receiving the Agreement or any part thereof, and any other agreements, notices or other
communications (“Communications”) from PriceCheck regarding your Merchant Account and/or your use of
the Services electronically. Electronic Communications may be posted on the Website and/or sent to
the e-mail address we have on record for you. Please print a copy of each Communication and retain
it for your records. We reserve the right, but assume no obligation to, provide Communications in
paper format. You agree that in the event of a dispute between you and PriceCheck or between you and
any other Merchant or User, PriceCheck’s electronic records transactions, this Agreement, any
identity verification information provided in a paper format and subsequently scanned or otherwise
converted into an electronic format, and any other information stored or created electronically
shall be admissible in a court of law or in relation to a law enforcement or regulatory investigation
- Governing Law & Jurisdiction: The interpretation and enforcement of this Agreement shall
be governed according the laws of Nigeria.
Subject to the ‘Complaints and Disputes’ clause of this Agreement, you and PriceCheck submit to the
non-exclusive jurisdiction of the Nigerian courts.
- Non-waiver: If either of us fails or delays the exercise of any rights or remedies under the
Agreement, we will not be deemed to have waived (i.e. given up) those rights or remedies in any way.
- Severability: If a court or similar body decides that any wording in the Agreement is invalid
or unenforceable, that decision will not affect the rest of the Agreement, which will remain binding
on both of us. However, if the wording that is invalid or unenforceable can be made valid and
enforceable by deleting part of it, we will both treat the wording as if it is deleted, so that the
remainder of the wording in question becomes valid and enforceable.
incorporated into these General Terms or the relevant Service Terms) is the entire agreement between
you and PriceCheck with respect to your use of the relevant Services, and supersedes all
documentation, information and other communications (in each case whether spoken or written) between
us with respect to such access and use.