TERMS AND CONDITIONS FOR PURCHASE OF FARM PRODUCE

1. GENERAL

These terms and conditions of use (“Terms”) are between Twiga Foods Limited, a limited liability company incorporated in Kenya with Company number CPR/2013/124558 of PO Box 38714 – 00100, Nairobi, Kenya (“Twiga”) and the users (“you”) of Twiga website (www.twiga.ke) (Site) and Twiga mobile applications (including iOS, Android and Web applications (Apps)) together, the Services and Service shall be construed accordingly.
Please read these Terms carefully before you click the “I accept the Terms” button.

2. BINDING TERMS

Your access and use of the Services constitute your agreement to be bound by these Terms, which establishes a contractual relationship between you and Twiga. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you.
Twiga may amend the Terms related to the Services from time to time. Amendments will be effective upon Twiga posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service.
Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
Our collection and use of personal information in connection with the Services is as provided in Twiga’s Privacy Policy located here.

3. USERS ACCOUNTS

Prior to using the Services, you must sign up by providing the requested information (including but
not limited to personal information, gender, name, address, email address, mobile phone number and age) in the “Sign Up” application on the Services and uploading necessary information as required by us.
You may sign up either as a legal or natural person. Upon successful completion of the “Sign Up” application, we will provide you with a personal account via username and a password. By clicking the “Sign Up” button located at the end of the sign up application, you represent and warrant that:
i. you are above the age of eighteen (18) years;
ii. all the information you have presented to us is accurate, correct and complete;
iii. you will keep your account accurate and profile information updated at all times;
iv. you will not authorize other persons to use your account nor transfer or assign it to any other person; and
v. you will not use the Services for unauthorized or unlawful purposes and impair the proper operation of the Services.
Only persons who pass Twiga’s acceptance criteria and conform to these Terms will be enrolled for a Twiga account.
Your failure to maintain accurate, complete, and up-to-date account information, may result in your inability to access and use the Services or Twiga’s termination of these Terms with you. You are responsible for all activity that occurs under your account, and you agree to maintain the security and secrecy of your account username and password at all times. Unless otherwise permitted by
Twiga in writing, you may only possess one account.

4. OUR CONTRACT WITH YOU

These Term apply to the order by you to supply the farm produce to Twiga on the Services Platform
(the “Contract”). No other terms are implied by trade, custom, practice or course of dealing.
These Terms and Contract constitutes the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms and Contract.
These Terms and the Contract are made only in the English language.

5. PLACING AN ORDER AND ITS ACCEPTANCE

The Services offers you an opportunity to place an order to deliver farm produce to Twiga.
Placing an order on the Services does not represent an offer but shall be understood as a non-binding invitation for you to submit an order to deliver the farm produce.
By clicking the “Submit Order” button, you send Twiga a binding offer for the conclusion of a purchase agreement with Twiga regarding the farm produce you intend to supply to Twiga.
You will receive a notification from Twiga acknowledging they have received your order, but please note that this does not mean that your order has been accepted. and accepted the farm produce as meeting the acceptable quality standards as may be displayed on the Services platform from time to time.
Once the farm produce is accepted, Twiga shall collect the farm produce from you at its own costs.

6. WARRANTIES

You shall ensure that the farm produce shall:
i. correspond with the description and any applicable specification you provide in making your order; and
ii. be of satisfactory quality and fit for purpose.

7. PRICES AND PAYMENT

The price of the farm produce shall be displayed on the Services platform and may be varied from time to time. All prices quoted on our Services are in Kenya Shillings, excluding taxes or charges that may apply to the particular case.
Twiga shall make the payment within thirty (30) days of acceptance of the farm produce. The payment shall be made in Kenya shillings to your selected payment methods as set out in the Services. Twiga reserves the right to exclude or include particular payment methods at any time.

8. LICENSE

Subject to your compliance with these Terms, Twiga grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to:
(i) access and use the mobile application and online platforms on your personal
device solely in connection with your use of the Services; and
(ii) access and use any content, information and related materials that may be made
available through the Services, in each case solely for your personal, non-
commercial use.
Any rights not expressly granted herein are reserved by Twiga and Twiga’s licensors.

9. OWNERSHIP

The Services and all rights therein are and shall remain Twiga’s property or the property of Twiga’s
licensors. Neither these Terms nor your use of the Services convey or grant to you any rights:
(i) in or related to the Services except for the limited license granted above; or
(ii) to use or reference in any manner Twiga’s company names, logos, product and
service names, trademarks or services marks or those of Twiga’s licensors.

10. RESTRICTIONS

You may not:
(i) remove any copyright, trademark or other proprietary notices from any portion of the Services;
(ii) reproduce, modify, distribute, license, sell, transfer, transmit, or otherwise exploit the Services except as expressly permitted by Twiga;
(iii) decompile, reverse engineer or disassemble the Services except as may be
permitted by applicable law;
(iv) transmit files that contain viruses, corrupted files, or any other programs that may damage or adversely affect the operations of the mobile application or online
platform; or
(v) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

11. TEXT MESSAGING

By creating an account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services.

12. NETWORK ACCESS AND DEVICES

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Twiga does not guarantee that the
Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

13. DISCLAIMER

The Services are provided “as is” and “as available”. Twiga disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
In addition, Twiga makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services, or that the Services will be uninterrupted or error-free. Twiga does not guarantee the quality, suitability, safety or ability of third party providers. You agree that the entire risk arising out of your use of the Services, remains
solely with you, to the maximum extent permitted under applicable law.

14. LIMITATION OF LIABILITY

Twiga shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Services.
To the maximum extent permitted by law, Twiga, nor Twiga’s representatives, directors and employees shall not be liable for any damages, liability or losses arising out of:
(i) your use of or reliance on the Services or your inability to access or use the Services;
(ii) any direct or indirect property damage or monetary loss;
(iii) any loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of your business arising from use of the Services; or
(iv) any transaction or relationship between you and any third party provider.
Twiga shall not be liable for delay or failure in performance resulting from causes beyond Twiga’s reasonable control.

15. INDEMNITY

You agree to indemnify and hold Twiga and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including advocates fees) arising out of or in connection with:
(i) your use of the Services;
(ii) your breach or violation of any of these Terms;
(iii) Twiga’s use of your content; or
(iv) your violation of the rights of any third party, including third party providers.

16. TERM AND TERMINATION

The Terms specified herein shall enter into force as of the date of submitting the
Signup application.
You may terminate these Terms and Contract at any time by notifying Twiga, at least seven (7) days in advance after which your right to use the Services shall terminate.
Twiga may terminate the Terms and the Contract at any time and for any reason at the sole discretion of Twiga by notifying you at least three (3) days in advance.
Twiga may be entitled to immediately terminate these Terms and block your access to the Services without giving any advance notice in case you breach these Terms , any applicable laws or regulations, disparage Twiga, or cause harm to Twiga’s brand, reputation or business as determined by Twiga in our sole discretion. In the aforementioned cases Twiga may, at its own discretion, prohibit you from registering a new account.
The termination of the Terms and the Contract shall not affect your rights or Twiga’s rights and remedied that have accrued as at termination.

17. EVENTS OUTSIDE OUR CONTROL

Twiga will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) Twiga will contact you as soon as reasonably possible to notify you; and
(b) Twiga’s obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
You may cancel the Contract affected by an Event Outside Our Control [which has continued for more than [30] days]. To cancel please contact us.

18. NOTICES

Twiga may give notice by means of a general notice on the Services, electronic mail to your email address in your account, or by written communication sent to your address as set forth in your account.
You may give notice to Twiga by written communication to Twiga’s address set out above or on the Services platform.

19. ASSIGNMENT

We may assign or transfer our rights under these Terms and the Contract to another entity (but Twiga will always notify you in writing by posting on this on the Services. You shall not transfer or assign your rights or your obligations under these Terms and Contract to another person.

20. THIRD PARTY RIGHTS

This Contract is between you and Twiga. No other person has any rights to enforce any of its terms.

21. APPLICABLE LAW AND JURISDICTION

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of Kenya.
The parties will attempt in good faith to negotiate a settlement to any dispute or differences between them arising out of or in connection with this Terms within twenty (20) business days of either party notifying the other of the dispute or differences. Nothing in this dispute resolution procedure will prevent the disputing parties from seeking from any court of competent jurisdiction
an interim order restraining the other party from doing any act or compelling the other party to do any act. If the dispute cannot be resolved by the disputing parties, the dispute shall be referred to and finally determined by arbitration in accordance with the Kenya Arbitration Act 1995 and the Rules of the Kenya branch of the Chartered Institute of Arbitrators, which Rules are deemed to be incorporated in this Agreement. The arbitration shall take place at such venue as the disputing parties shall agree. The arbitration proceedings shall be conducted by one arbitrator appointed by the disputing parties failing which by the Chairman for the time being of the Institute of Chartered Arbitrators, Kenya Branch on the application of a disputing party. The language of the arbitration shall be English.
If you have any questions or comments regarding the Terms, the Services and the Contract please contact Twiga by sending an email to the address or calling the number specified on Twiga’s Services platform.
Last Updated: 20th March 2020.

Vendors Terms & Conditions

 1. GENERAL

These terms and conditions of use (“Terms”) are between Twiga Foods Limited, a limited liability company incorporated in Kenya with Company number CPR/2013/124558 of PO Box 38714 – 00100, Nairobi, Kenya (“Twiga”) and the users (“you”) of Twiga website (www.twiga.ke) and Twiga mobile applications (including iOS, Android and Web applications (Apps)) together, the Services and Service shall be construed accordingly.

Please read these Terms carefully before you click the “I accept the Terms” button.

2. BINDING TERMS

Your access and use of the Services constitute your agreement to be bound by these Terms, which establishes a contractual relationship between you and Twiga. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you.

Twiga may amend the Terms related to the Services from time to time. Amendments will be effective upon Twiga posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Twiga’s Privacy Policy located at [insert link for privacy policy].

3. USERS ACCOUNTS

Prior to using the Services, you must sign up by providing the requested information (including but not limited to personal information, gender, name, address, mobile phone number and age) in the “Sign Up” application on the Services  and uploading necessary information as required by us.

You may sign up either as a legal or natural person. Upon successful completion of the “Sign Up” application, we will provide you with a personal account via username and a password. By clicking the “Sign Up” button located at the end of the sign up application, you represent and warrant that:

  1. you are above the age of eighteen (18) years;
  2. all the information you have presented to us is accurate, correct and complete;
  • you will keep your account accurate and profile information updated at all times;
  1. you will not authorize other persons to use your account nor transfer or assign it to any other person; and
  2. you will not use the Services for unauthorized or unlawful purposes and impair the proper operation of the Services.

Only persons who pass Twiga’s acceptance criteria and conform to these Terms will be enrolled for a Twiga account.

Your failure to maintain accurate, complete, and up-to-date account information, may result in your inability to access and use the Services or Twiga’s termination of these Terms with you. You are responsible for all activity that occurs under your account, and you agree to maintain the security and secrecy of your account username and password at all times. Unless otherwise permitted by Twiga in writing, you may only possess one account.

4. OUR CONTRACT WITH YOU

These Term apply to the order by you and the supply of farm produce and any other goods (the “Goods”) by Twiga to you (the “Contract”). No other terms are implied by trade, custom, practice or course of dealing.

These Terms and Contract constitutes the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms and Contract.

These Terms and the Contract are made only in the English language.

5. PLACING AN ORDER AND ITS ACCEPTANCE

Please follow the onscreen prompts to place an order. Each order is an offer by you to buy Goods specified in the order subject to these Terms and the Contract.

Twiga’s  order process allows you to check and amend any errors before submitting your order to Twiga. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

After you place an order, you will receive an email from Twiga acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Twiga’s acceptance of your order will take place as described below.

Accepting your order: Twiga’s acceptance of your order takes place when it sends an email to you to accept it, at which point the Contract between you and Twiga will come into existence. In the event Twiga cannot accept your order or if Twiga is unable to deliver to you the Goods for any reason, Twiga will inform you of this by email or on the Services platform and Twiga will not process your order. If you have already paid for the order, Twiga will refund you the full amount including any delivery costs charged as soon as possible.

Cancelling your order:

6. OUR FARM PRODCE

The images of the Goods displayed on our Services platform are for illustrative purposes only. Although Twiga has made every effort to display the colours accurately, Twiga cannot guarantee that your computer’s or phone’s display of the colours accurately reflect the colour of the Goods. The colour of the Goods may vary slightly from those images.

The packaging of your Goods may vary from that shown on images on Twiga’s Services platform.

Twiga reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

7. DELIVERY, TRANSFER OF RISK AND TITLE

Twiga will contact you with an estimated delivery date, which will be within [insert number of days] days after the date on which Twiga emails you to confirm Twiga’s acceptance of your order. Occasionally , delivery to you may be affected by an Event Outside Our Control. See Clause 19 for our responsibilities when this happens.

Delivery is complete once the Farm Produce has been unloaded at the address for delivery set out in your order  and the Goods will be at your risk from that time.

You own the Goods once Twiga has received payment in full, including of all applicable delivery charges from you.

If Twiga fails to deliver the Goods, our liability is limited to the cost of obtaining replacement Goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, Twiga will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the delivery of the Goods.

If you fail to take delivery within [10] days after the day on which Twiga notified you that the Goods were ready for delivery, we may resell part of, or all the Goods [and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.

8. PRICE OF GOODS AND DELIVERY CHARGES

The prices of the Goods will be as quoted on the Services platform at the time you submit your order. Twiga will take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system.

Prices for the Goods may change from time to time, but changes will not affect any order you have already placed.

The price of the Goods does not include delivery charges. The delivery charges are as advised to you during the check-out process, before you confirm your order.

9. PAYMENT

You can only pay for Goods using  M-pesa, debit card or credit card.

Payment for the Goods and all applicable delivery charges is in advance. Twiga will not charge your debit card or credit card until we dispatch/deliver your Goods.

10. LICENSE

Subject to your compliance with these Terms, Twiga grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to:

  • access and use the mobile application and online platforms on your personal device solely in connection with your use of the Services; and
  • access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use.

Any rights not expressly granted herein are reserved by Twiga and Twiga’s licensors.

11. OWNERSHIP

The Services and all rights therein are and shall remain Twiga’s property or the property of Twiga’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights:

  • in or related to the Services except for the limited license granted above; or
  • to use or reference in any manner Twiga’s company names, logos, product and service names, trademarks or services marks or those of Twiga’s licensors.

12. RESTRICTIONS

You may not:

  • remove any copyright, trademark or other proprietary notices from any portion of the Services;
  • reproduce, modify, distribute, license, sell, transfer, transmit, or otherwise exploit the Services except as expressly permitted by Twiga;
  • decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
  • transmit files that contain viruses, corrupted files, or any other programs that may damage or adversely affect the operations of the mobile application or online platform; or
  • attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

13. TEXT MESSAGING

By creating an account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services.

14. NETWORK ACCESS AND DEVICES

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Twiga does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

15. DISCLAIMER

The Services are provided “as is” and “as available”. Twiga disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

In addition, Twiga makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services, or that the Services will be uninterrupted or error-free. Twiga does not guarantee the quality, suitability, safety or ability of third party providers. You agree that the entire risk arising out of your use of the Services, remains solely with you, to the maximum extent permitted under applicable law.

16. LIMITATION OF LIABILITY

Twiga shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Services.

To the maximum extent permitted by law, Twiga, nor Twiga’s representatives, directors and employees shall not be liable for any damages, liability or losses arising out of:

  • your use of or reliance on the Services or your inability to access or use the Services;
  • any direct or indirect property damage or monetary loss;
  • any loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of your business arising from use of the Services; or
  • any transaction or relationship between you and any third party provider.

Twiga shall not be liable for delay or failure in performance resulting from causes beyond Twiga’s reasonable control.

17. INDEMNITY

You agree to indemnify and hold Twiga and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including advocates fees) arising out of or in connection with:

  • your use of the Services;
  • your breach or violation of any of these Terms;
  • Twiga’s use of your content; or
  • your violation of the rights of any third party, including third party providers.

18. TERM AND TERMINATION

The Terms specified herein shall enter into force as of the date of submitting the Signup application.

You may terminate these Terms and Contract at any time by notifying Twiga, at least seven (7) days in advance after which your right to use the Services shall terminate.

Twiga may terminate the Terms and the Contract at any time and for any reason at the sole discretion of Twiga by notifying you at least three (3) days in advance.

Twiga may be entitled to immediately terminate these Terms and block your access to the Services without giving any advance notice in case you breach these Terms , any applicable laws or regulations, disparage Twiga, or cause harm to Twiga’s brand, reputation or business as determined by Twiga in our sole discretion. In the aforementioned cases we may, at its own discretion, prohibit you from registering a new account.

The termination of the Terms and the Contract shall not affect your rights or Twiga’s rights and remedied that have accrued as at termination.

19. EVENTS OUTSIDE OUR CONTROL

Twiga will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

  • Twiga will contact you as soon as reasonably possible to notify you; and
  • Twiga’s obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

You may cancel the Contract affected by an Event Outside Our Control [which has continued for more than [30] days]. To cancel please contact us.

20. NOTICES

Twiga may give notice by means of a general notice on the Services, electronic mail to your email address in your account, or by written communication sent to your address as set forth in your account.

You may give notice to Twiga by written communication to Twiga’s address set out above or on the Services platform.

21. ASSIGNMENT

We may assign or transfer our rights under these Terms and the Contract to another entity (but Twiga will always notify you in writing by posting on this on the Services.

You shall not transfer or assign your rights  or your obligations under these Terms and Contract to another person.

22. THIRD PARTY RIGHTS

This Contract is between you and Twiga. No other person has any rights to enforce any of its terms.

23. APPLICABLE LAW AND JURISDICTION

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of Kenya.

The parties will attempt in good faith to negotiate a settlement to any dispute or differences between them arising out of or in connection with this Terms within twenty (20) business days of either party notifying the other of the dispute or differences. Nothing in this dispute resolution procedure will prevent the disputing parties from seeking from any court of competent jurisdiction an interim order restraining the other party from doing any act or compelling the other party to do any act. If the dispute cannot be resolved by the disputing parties, the dispute shall be referred to and finally determined by arbitration in accordance with the Kenya Arbitration Act 1995 and the Rules of the Kenya branch of the Chartered Institute of Arbitrators, which Rules are deemed to be incorporated in this Agreement. The arbitration shall take place at such venue as the disputing parties shall agree. The arbitration proceedings shall be conducted by one arbitrator appointed by the disputing parties failing which by the Chairman for the time being of the Institute of Chartered Arbitrators, Kenya Branch on the application of a disputing party. The language of the arbitration shall be English.

 

If you have any questions or comments regarding the Terms, the Services and the Contract please contact Twiga by sending an email to the address or calling the number specified on Twiga’s Services platform.

 

Last Updated:  20th March  2020.