General terms relating to the use of the Platform and the provision of Services
Lipasafe is an online platform that provides secure online escrow services. These terms contained herein govern the use of the service as well as the platform.
By visiting, signing up on or logging in to the Lipasafe Platform, each Party accepts and agrees to these Terms which will become binding and enforceable against all persons that access the www.lipasafe.co.ke website or any part thereof in accordance with THE KENYA
COMMUNICATIONS (ELECTRONIC TRANSACTIONS)
The parties to the Transaction hereby agree to conduct the transaction electronically.
For purposes of the Agreement:
2.1. "Agreement" means the agreement between Lipasafe and the Party, comprising these Terms and any Trades the parties enter into;
2.2. "Amended Escrow Instruction(s)": any addition to, deletion from, or alteration to the terms of the Trade as applied by Lipasafe on the combined instruction of all Parties;
2.3. “Arbitration” refers to the process whereby an independent arbitrator is assigned to the transaction to adjudicate the merits of the disputing parties.
2.4. “API” or Application Programming Interface means a set of functions and procedures that allow other systems or websites creation of applications which access the features or data of an operating system, application, or other service;
2.5. "Business Day" shall refer to the working days Monday through Friday between the hours of
8:00 a.m. and 5:00 p.m. local time;
2.6. “Dispute Date” means the date the Buyer indicated on the Platform that he/she does not accept the goods or services as delivered by the Selling party; 2.7. “Act” means the Electronic Communications Act of 2009;
2.8. “Expected Completion Date” or ECD means the date the Buyer and Seller have mutually ‘constructed as a trigger date.
The ECD can be calculated by taking the date the Seller starts delivering the product/s or starts initiating the service/s, plus the agreed expected number of days for delivery, plus the agreed number of days for inspection. The ECD is deemed a transaction deadline for the Buyer to either accept or reject the goods/services, or request a transaction extension;
2. 9.. “Effective Date” means in respect of each Trade, the effective date stipulated in each Trade, in the absence of which it will be the date the Trade is accepted by Lipasafe;
2.10. “Escrow Account” means the audited and secure account where all money from Trades are held. The account is held by Cybatar Innovations Limited with registration no. PVT-AAADDR5 2.11. “Fees” means the transaction fees, charges, or purchase consideration that the User will pay to Lipasafe in respect of escrow Services provided by the Platform;
2.12. “Inspection Period” means the number of full calendar days established in a Trade to allow a buyer to inspect the goods delivered or services received;
2.13. “Negotiation Period” means 15 (Fifteen) business days commencing from Dispute Date;
2.14. “Parties” collectively refers to all legal persons that form party to the transaction and can include:
• the Buying Party;
• the Selling Party;
• the Agent or Broker; and
• other beneficiaries that are Party to the transaction and require payment i.e. sub-agents, advisors or consultants, lawyers, delivery companies etc
2.15. “Platform” means www.lipasafe.co.ke, a platform that offers secure online escrow services, and comprises:
• all content, goods or services, applications, APIs or apps available through the Platform; and any other marketing material of Lipasafe
2.16. “Services” means any services Lipasafe provides to the Party as specified by Lipasafe on the Platform;
2.17. “Service Levels” means the levels according to which Lipasafe will provide each Service as agreed by the parties;
2.18. “Sign” means the handwritten signature or advanced electronic signature of the duly authorised representative of a party;
2.19. “Signature Date” means the date of signature by the party signing last;
2.20. "Terms" means these terms, comprising of:
• any other relevant specific terms, disclaimers, rules and notices agreed between the Parties, (including any that may be applicable to a specific section or module of the Platform or any specific Services);
2.21. “Trade” means a transaction between the Parties for the provision of goods or services, where
Lipasafe will provide escrow services to its users;
2.22. “Lipasafe” means by Cybatar Innovations Limited with registration no. PVT-AAADDR5 a company registered under the companies Act 2015;
2.23. “Trigger Event” means an event defined by a Party in a Trade which will act as a signal for Lipasafe to perform its duties under a Trade. Trigger Events will typically include as a minimum:
• When Lipasafe has received the funds from the Buying Party;
• The Party accepts the goods or services. Lipasafe will then release funds to the Selling
Party, Agent or Broker, and/or other approved beneficiaries that require payment;
• When the ‘ECD’ has been reached and there has been no action by the Buyer, despite numerous attempts by Lipasafe to telephonically or physically reach the Buying Party;
• The Buying Party has initiated a dispute; or
• The Parties could not resolve the dispute within the ascribed 15 business days resulting in Lipasafe initiating the Arbitration process.
2.24. "Writing” means any mode of reproducing information or data in physical form and includes hard copy printouts, handwritten documents, fax transmissions, but excludes information or data in electronic form; and
2.25. “User” or “you” means any person who visits, signs up to, or logs into the Platform.
These Terms commence on acceptance and continue until terminated.
Lipasafe grants each User a limited, revocable license to use the Platform subject to the Agreement. Any person wishing to use the Platform contrary to the Agreement must obtain Lipasafe’s prior written consent.
Lipasafe may establish general polices and limits concerning the use of the Platform. Lipasafe may log off, deactivate, or delete any User account and all funds reimbursed to account holders after recovering relevant fees, where necessary.
No person, business, or web site may frame the Platform or any of the pages on The Platform.
A person, business, or web site may link to the Platform only by linking to the home page of the Platform. Lipasafe prohibits User from “deep linking” to any other pages in a manner that would incorrectly suggest endorsement or support of User by Lipasafe or suggests User is the owner of any intellectual property belonging to Lipasafe.
No person, business, or web site may use any technology (including spiders or crawlers) to search and gain any information from the Platform.
Only a registered User can use the Platform. Each User is responsible for keeping their login credentials (username and password) secure and confidential. Each User is solely responsible and liable for activities that occur under their account. The User authorises Lipasafe to act on any instruction given under User’s account, irrespective if it transpires that someone had maliciously taken control of the User’s account, unless the User has notified Lipasafe prior to Lipasafe acting on a fraudulent instruction.
If a User suspects that their login credentials may have been compromised, the User must:
Contact Lipasafe immediately on 0729 74 79 36 or email@example.com; and Change their password immediately.
Sharing of credentials with any other person may jeopardise the integrity of the Lipasafe account. Lipasafe cannot be held accountable or liable for loss that incurs from shared authorised access.
Lipasafe reserves the right to reject any User or deny the ability of a User to create an account should it feel that the User is perusing the Lipasafe account for illegitimate or unscrupulous purposes.
User accounts registered by bots or other automated methods are not permitted. Each User must provide their full legal name, a valid email address, a valid cell phone number, their Identity number, company registration documents, and any other information requested by Lipasafe to complete the registration process.
One person may only use each User’s login - Lipasafe does not permit multiple people to share a login.
Dependent on the nature of the User’s business, Lipasafe may be compelled to request further information or perform additional procedures which may include performing physical verification of the Seller’s/Supplier’s site or premises. This is purely to negate the risk of money laundering and to ensure the Lipasafe Platform is used for legitimate purposes.
The terms of the transaction for the provision of goods or services will be provided by the Users, and will be submitted with any Trade. Other than the obligations as stipulated in this Agreement, Lipasafe is not a party to any transaction and is not responsible nor has any obligations or duties under a transaction.
The Buying party deposits the transaction value into the Escrow Account via Mpesa payment.
All Parties will be notified once Lipasafe has received funds into the account.
8.1. Buyer’s Involvement
The buyer is obligated to confirm a trade within 15 days.
The buyer will be deemed to have accepted the goods or services detailed under a Trade if after the Inspection Period or the ECD the buyer has failed to inform Lipasafe that they have either accepted, negotiated or disputed the goods or services, or requested an extension to the delivery or inspection period. Lipasafe will endeavour to contact the Buyer for an explanation to the inaction. Should Lipasafe fail to contact the Buyer or obtain a reasonable explanation to the inaction, Lipasafe shall deem the Buyer to have accepted the goods or services. This deemed acceptance authorises Lipasafe to release money to the seller.
For brevity, the ECD is calculated as follows:
• The date the Seller indicated that he/she had started delivering the goods or services; plus The number of days agreed for delivery; plus The number of days agreed for inspection.
For example, if it was agreed that delivery would take 3 (three days) and inspection would take 2 (two) days and the Seller started delivering the product or service on, say, the 1 January 2017. Then the ECD (transaction deadline) would be calculated as the 6 January 2017 at 11:59PM.
The date the Seller started delivering the product or service can be determined by either:
• The Seller indicating on the Lipasafe Platform that he/she has started delivering the product or service; or
• Confirmation from a courier company that the goods have been collected from the Seller; whichever comes earlier.
Once the Trigger Event for the acceptance of the goods or services has occurred, Lipasafe will proceed to release funds to the seller after deducting the appropriate Fees (if any) as established in the Trade.
Lipasafe shall use the Seller’s bank account details that were entered on the Seller’s account profile. Lipasafe shall not be liable or be held responsible should it pay the funds into an incorrect bank account should the Seller provided incorrect banking account details.
If the Seller does not begin delivery of the goods or services within, either 10 Business Days or any other number of days as agreed by the Parties, from the time the Parties being notified that Lipasafe has received the funds from the Buyer, then the Buyer is entitled to request a refund of the funds.
Lipasafe will refund the Buyer after notifying all parties and deducting the Fees.
Should the Buyer request a renegotiation to the Trade terms of the Trade which is subsequently accepted by the Parties, settlement price may be impacted. This may result in either a part or a full refund to the Buyer, net of Fees.
Should the Buyer reject the goods or services and initiate a dispute, the Parties can agree to revised Trade terms which may impact the settlement price. This may result in either a part or a full refund to the Buyer, net of Fees.
The Parties indicated in the Trade who will pay Lipasafe’s Fees. Lipasafe’s Fees can be paid by either the Buyer, the Seller, the Agent or split equally between the Buyer and the Seller. If:
• The Buyer is selected to pay the Fees, the Fees will be added to the amount that the Buyer must deposit under the Trade;
• The Seller is selected to pay the Fees, the Fees will be deducted from the amount held in the Escrow Account before releasing it to the Seller;
• The Users agree to share the cost of the Fees, then half of the fees will be added to the amount the buyer must deposit and the other half will be deducted from the money held in Escrow Account before releasing it to the Seller.
Money under Lipasafe escrow does not accrue interest.
All Fees include any tax (including value added tax and other taxes levied in any jurisdiction), duty (including stamp duty), tariffs, rates, levies and any other governmental charge or expense payable, which will be payable where applicable by User in addition to the Fees.
The Lipasafe Platform incorporates an embedded dispute resolution mechanism.
Buyers may initiate a dispute on the Lipasafe platform should the goods or services they receive be materially different to what was set forth in the Trade and supporting paraphernalia.
Any dispute between the Users in relation to a transaction is between the Users. Lipasafe will not get involved beyond its obligations under the Trade. Lipasafe may offer assistance or facilitate the resolution of a dispute between Users if a dispute between Users arises.
The Parties hereby agree to use their best efforts to negotiate in good faith during the dispute to reach a resolution which is satisfactory for all parties.
The Parties have 15 business days to resolve the dispute and indicate on the Platform that the dispute was resolved, failure of which Lipasafe will be forced to intervene.
Any User, company or their affiliates, who integrates their systems or technology with Lipasafe, be it either via its API or other partnership portals or gateways, be it in whole or in part, shall be deemed to agree to the Terms as set forth in this Agreement.
Each User is responsible for its conduct and Trades on the Platform. Each User must ensure that it has the correct permissions to act on the Platform.
Nothing may be unlawful, harmful, threatening, abusive, harassing, defamatory, libellous, invasive of another's privacy, or harm minors in any way. Users are prohibited from using the Platform for the purposes of money laundering, fraud, deception, the sale or distribution of narcotics or firearms, or any other activity that is considered unlawful or harmful.
Do not harass, stalk, degrade, intimidate, or be hateful toward an individual or group of individuals.
No User may impersonate any person, falsely state, or otherwise misrepresent its affiliation with any person. Nothing may be false, deceptive, misleading, deceitful, or constitute “bait and switch”.
Do not infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party.
Any chain letter, pyramid scheme, or advertisement that is prohibited by law, is prohibited on the Platform. The advertising and provision of any illegal service or the sale of any goods that are prohibited or restricted by applicable law are prohibited.
Malware is prohibited. Do not negatively affect the ability of any other User to use the Platform. Do not employ misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in Trade s to disguise the origin of content transmitted through the Platform.
No User may impose an unreasonable or disproportionately large load on Lipasafe's infrastructure.
Do not attempt to gain unauthorised access to the Platform or engage in any activity that disrupts or diminishes the quality of, interferes with the performance of, or impairs the functionality of the Platform.
Lipasafe will report any suspicious or illegal activity detected on the Platform to the relevant authorities.
25.1. Correct Faults
Lipasafe will correct any fault in the Platform where possible and as soon as reasonably practical.
To the extent permitted by applicable law, regardless of the form (whether in contract, tort, or any other legal theory) in which any legal action may be brought, Lipasafe’s maximum liability to a User for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid by the User to Lipasafe for the Services related to the claim. The aggregate amounts for all claims will not be greater than the maximum amount.
To the extent permitted by applicable law, in no event will Lipasafe (or its personnel) be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the Agreement.
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