TAWI FRESH KENYA LIMITED Platform Terms and Conditions
TAWI FRESH KENYA LIMITED Platform Terms and Conditions
PLATFORM TERMS AND CONDITIONS FOR COMMERCIAL KITCHENS
THE AGREEMENT
This Agreement sets out the complete Terms and Conditions of our business relationship between You and Tawi Fresh Kenya Limited (Tawi) for the Fresh Produce and Service (as hereinafter defined) provided through the Tawi Platform (as herein after defined) and shall be binding on your personal representatives and assigns.
These Terms and Conditions and any amendments or variations thereto take effect on their date of publication and will be available online on the Tawi Platform.
A reference to “terms and conditions” in any statements, brochures and other documents we may provide in relation to our Services is a reference to these Terms and Conditions. If there is any inconsistency between any specific terms advised to you by us and these terms and conditions, the specific terms advised to you shall prevail.
You have the right to review your needs before accepting our Services and/or entering into any business relationship with us.
You accept to pay for any Fresh Produce and/or Services delivered through the Tawi Platform in line with these terms and conditions or any other terms signed between yourself and Tawi.
You acknowledge that there are inherent risks in conducting transactions over the internet or electronic networks and you have voluntarily assumed those risks.
To discuss any aspect of our relationship, please contact us through the contact details available on the Tawi Platform.
Tawi is committed to comply with economic sanctions that are imposed by relevant regulatory authorities. As such, we do not allow our Services to be used directly or indirectly in countries that are subject to such sanctions. Please note that you will not be able to contact us, and we will not be able to provide you with Services if you are in these countries.
DEFINITIONS
In these Terms and Conditions, the following words and expressions (save where the context requires otherwise) bear the following meanings:
“Account” means your registered account on the Tawi Platform as a buyer (Commercial Kitchen).
“Agreement” means this Agreement and the general terms and conditions hereto.
“BRS” means the Business Registration System set up and maintained by the Government of Kenya under the Ministry of State for Immigration and Registration of Persons and its successors.
“Catalogue” means the Fresh Produce listed menu on the Tawi Platform.
“Commercial Kitchen” means the entity that is buying Fresh Produce through the Tawi Platform, including but not limited to hotels, restaurants, caterers, hospitals and schools.
“Credit Reference Bureau or CRB” means a credit reference bureau duly licensed under Banking Act pursuant to Banking (Credit Reference Bureau) Regulations, 2020 as amended, varied, or replaced from time to time to inter alia, collect and facilitate the sharing of customer credit information.
“Equipment” means any electronic equipment though which a transaction can be effected and includes but is not limited to mobile phones, laptops, computers, tablet and/or other equipment when used together enables you to access the Tawi Platform.
“Fresh Produce” means fresh fruits and vegetables, eggs, meat, grains and cereals, dairy products, and any other products available on the Tawi’s Platform.
“Force Majeure” means any: a) flood, storm, earthquake, epidemic, pandemic, national health emergency or other natural event; b) war, hostilities, terrorism, revolution, riot or civil disorder; c) strike, lockout or other industrial action; d) change in any law or any change in the interpretation or enforcement of any law; e) act or order of any authority; f) order of any court or other judicial body; g) change or impending change which may impact the availability, legal usage, convertibility, credit or transferability of any currency; h) computer system malfunction or failure or any third-party interference with a computer system; i) error, failure, interruption, delay or non-availability of any goods or services supplied to you or us by a third party; or j) other circumstance beyond Tawi’s reasonable control.
“Government” means the National Government, County Government or any other Government lawfully established under the laws of Kenya.
“IPRS” means the Integrated Population Registration System set up and maintained by the Government of Kenya under the Ministry of State for Immigration and Registration of Persons and its successors.
“Know Your Customer” also known as KYC refers to the customer due diligence obligations prescribed by relevant laws and as may be prescribed or recommended by the Government of Kenya from time to time.
“Personal Information” means personal identifiable information as prescribed in the Data Protection Act of Kenya which includes but is not limited to name, address, phone number, identification number and location data and such other information that will enable us to identify you and comply with the regulatory “know your customer” requirements.
“Request” means a request or instruction received by Tawi from You, your representatives or purportedly from you or your representatives through the Tawi Platform upon which Tawi is authorized to act.
“Services” shall include any form of services or products that Tawi may offer you pursuant to this Agreement and as you may from time to time subscribe to through the Tawi Platform.
“Tawi” means Tawi Fresh Kenya Limited, incorporated in Kenya as a limited liability company under the Companies Act and includes its affiliates or subsidiaries as may time to time be specified by Tawi to You.
“We,” “our,” and “us,” means Tawi and includes the successors and assigns of Tawi.
“You” or “your” means the client and includes the personal representatives and assigns of the client.
“Tawi Platform” means the digital marketplace through which Tawi services are provided.
The word “Client” shall refer to the Commercial Kitchens and include the company and/or it’s individual representatives.
In these terms and conditions:
Words importing the singular meaning where the context so admits include the plural meaning and vice versa.
A person includes reference to a body corporate or other legal entity.
Any written law includes that law as amended or re-enacted from time to time.
Any agreement or other document includes that agreement or other document as varied or replaced from time to time.
A clause is to the relevant clause of this agreement.
Any party includes that party’s permitted successors and assigns.
Headings in these Terms and Conditions are for convenience purposes only and they do not affect the interpretation of this Agreement.
ACCEPTANCE OF THE TERMS AND CONDITIONS
Before registering for the Service, you should carefully read and understand these terms and conditions as they govern the access, use and operation of the Service. These Terms and Conditions are available on https://tawifresh.com
If you do not agree with these Terms and Conditions, you will not be able to proceed to registration and account creation.
You will be deemed to have read, understood, and accepted these Terms and Conditions: –
Upon clicking on the “Accept” option on the application requesting you to confirm that you have read, understood, and agreed to abide with these Terms and Conditions; and/or
By using or continuing to use and operate the Tawi Platform.
By registering an Account with Tawi, you agree to comply with and be always bound by these Terms and Conditions when they remain in force.
These Terms and Conditions may be amended or varied by Tawi from time to time and the continued use of your account constitutes your agreement to be bound by these terms or any such amendment or variation.
You acknowledge and accept that Tawi offers the Services only electronically and you agree to operate the Account only by electronic means.
Any query and/or complaint you may have relating to our Services and your Account shall be addressed to Tawi through the contact details available on the Tawi Platform.
REGISTRATION & ACCOUNT CREATION
To register for a Tawi Account, you must be above eighteen (18) years old and holder of a National Identity card/Alien ID Card/Passport. For the registration of Commercial Kitchens, the business details must be valid and such details will be requested at the point of account creation.
You may create an Account solely by way of an electronic application via the Tawi Platform.
You hereby agree and authorize us to obtain and procure your Personal Information from the Government of Kenya’s repositories which, includes but is not limited to IPRS and BRS and you further agree and consent to the disclosure and provision of such Personal Information by the Government of Kenya to us. You further agree and consent to the disclosure and provision of such Personal Information to the relevant bodies and authorities.
You hereby further acknowledge and authorize us to verify your Personal Information in our custody against the information received from the Government of Kenya repositories (including but not limited to IPRS and BRS) in your respect.
We reserve the right to request further information from you pertaining to your application to register for the Service at any time. Failure to provide such information within the time we require may result in a decline of your application to register for the Service.
We may reject your registration at our discretion if any of the account opening requirements are not met or if you fail to provide us with satisfactory proof of identification.
You hereby acknowledge and agree that Tawi may also obtain your Personal and credit information from any duly authorized Credit Reference Bureau as well as share your credit information with any such duly authorised Credit Reference Bureau.
Acceptance by Tawi of your registration will be confirmed through your registered email address or mobile number.
You may exercise your data rights as a data subject by completing the relevant forms as provided by the Data Protection Legislation.
THE PRODUCTS & SERVICES
ACCESS
The Commercial Kitchens will be required to access the Tawi Platform to place their orders.
The Commercial Kitchen and farmers will not have direct interaction, they will only interact with the Tawi Platform.
Commercial Kitchen shopping.
You may, subject to these Terms and Conditions, access the Tawi Platform to shop for Fresh Produce among other available products.
Your items will be delivered to the delivery address selected during check out.
You may access the Tawi Platform to input, amend or edit the information provided including the delivery addresses, personal information, and commercial Kitchen users.
You may access the Tawi Platform for other services that may be availed by Tawi.
PLACING AN ORDER
The Commercial Kitchens may place an order via the Tawi Platform by logging on to the platform using their log in credentials and selecting items from the catalogue.
The Commercial Kitchen will review the catalogue and add the required products into the shopping cart.
After confirming that all the required products and their respective quantities are in the shopping cart, they will proceed to select the delivery address and complete the order.
The Commercial Kitchen will receive an order confirmation email with details of the order submitted for processing.
Orders submitted before cut-off time will be delivered on the next day. Cut-off time banner will be clearly displayed on the Tawi Platform at all times. Orders placed after the cut-off time will be delivered within the next two days.
The Commercial Kitchen can cancel, review, or edit the order before cut-off time after which the order cannot be edited or cancelled.
DELIVERY
You will be required to provide an up-to-date delivery address during the registration process.
You may have more than one delivery addresses provided they are all updated in the Tawi Platform at registration.
The delivery address provided will be the sole point for delivery of products purchased on the Tawi Platform.
You may update the delivery address from time to time.
RETURN POLICY
You are allowed to confirm the quality of Fresh Produce delivered to you and return any either in part or in whole and the same (returns) evidenced in the Delivery Note. The driver/delivery executive will return the rejected goods to the packhouse.
Once the delivery executive has delivered the Fresh Produce at the advised delivery address, the Commercial Kitchen shall sign off on the delivery note confirming the goods received (and returned) and price for the same. Once the delivery note is signed indicating acceptance of the particular Fresh Produce delivered, the Commercial Kitchens cannot return any of the Fresh Produce and are bound to make payment on the deliveries within the agreed payment timelines.
Tawi will raise an invoice due for payment by You based on the accepted Fresh Produce on the Delivery Note.
PAYMENTS
You will make payments for the Fresh Produce bought through the Tawi Platform on delivery or at least within forty-eight (48) hours of supply unless otherwise agreed with Tawi through written payment terms and conditions.
Payment to Tawi’s bank account (as per the terms of the invoice raised by Tawi) is deemed full settlement of your obligation to pay the Farmer.
By accepting these Terms and Conditions, you acknowledge that Tawi deals with you as an authorised agent of the Farmers supplying Fresh Produce. Consequently, you understand that Tawi’s capacity to process Farmer payments is dependent on timely settlements by the Commercial Kitchen.
CONSEQUENCES OF DEFAULT
At any time after an event of default has occurred, which is continuing, we may:
Suspend the Services as provided herein.
In the event you unreasonably delay payment or default in payment for Fresh Produce supplied to you by Tawi as an authorised agent of the Farmer (or a group of Farmers), you consent to Tawi sharing your Personal Information with the affected Farmer or group of Farmers for their further action in relation of the delayed or defaulted payment.
Each Farmer shall have discretion on how any outstanding debt or default will be settled and this shall be solely based on Your discussions/engagements with the respective Farmer. Tawi will not be a party to these discussions/engagements.
The exercise by the Farmer(s) of any rights under this clause shall be without prejudice to any other rights or remedies to which we are otherwise entitled (by operation of law, contract, or otherwise).
YOUR ANALYTICS DASHBOARD
A dashboard is provided on the Tawi Platform for your use. It contains an activity report, your order history and status of the orders. To view it, log into your Account on the Tawi Platform and select the dashboard option.
YOUR REQUESTS
You hereby irrevocably authorize Tawi to act on all requests received by us from you (or purportedly from you) through the Tawi Platform and to hold you liable in respect thereof.
You acknowledge that for Services provided through the Tawi Platform, we may require use of a security code and confirmation of a security code is evidence that the instruction is authorized by you or an authorized person. You agree that the use of security code is adequate identification of yourself. We are obligated to act on your Requests (provided using the security codes) without obtaining any further confirmation from you.
Tawi shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Requests on which Tawi may act if Tawi has in good faith acted in the belief that such instructions have been sent by you.
Tawi may, in its absolute discretion, decline to act on or in accordance with the whole or any part of your Request pending further enquiry or further confirmation (whether written or otherwise) from you. Tawi shall not be under any obligation where it so declines to action on your Request in any case and shall in no event or circumstance be liable for declining to act on your Request.
You acknowledge that to the full extent permitted by law, Tawi shall not be liable for any unauthorized requests, any activity or any incident on your account by the fact of the knowledge and/or use or manipulation of your information, password, ID or any means whether or not occasioned by your negligence, except to the extent that the unauthorized access results from our own negligence, fraud or wilful default.
Tawi is authorized to effect such orders in respect of your Account as may be required by any court order or competent authority or agency under the applicable laws.
In the event of any conflict between any terms of any Request received by Tawi from you and these Terms and conditions, these Terms and conditions shall prevail.
We are authorized to effect such orders in respect of your Account as may be required by any court order or competent authority or agency under the applicable laws.
We may refuse to act on your Request or provide Services which may involve a breach of our policy, any security procedure or any law or requirement of any authority (including any economic and trade sanctions imposed by any regulator in any jurisdiction where we operate in or by any supranational organization, official body including, but not limited to, Her Majesty’s Treasury, the United Nations, OFAC, FATF, the European Union or any country), an order of court or any applicable law prohibits us from carrying out your Request or if we genuinely believe or suspect the instruction is unauthorized.
You acknowledge and accept the risks of giving instructions electronically (including the risk of technical malfunction in your or our electronic equipment, the risk of any instructions being unauthorized or given by an unauthorized person, the risk that we may process instructions twice if you send the same instructions more than once and the risk that any information sent by electronic means cannot be guaranteed to be secure or free from virus, delay or any other third party attacks). In particular, we will not be responsible for wrongful instructions caused by malware in your device; or man-in-the-middle attacks.
CUSTOMER’S EQUIPMENT AND CUSTOMER’S RESPONSIBILITIES
You shall at your own expense provide and maintain in safe and efficient operating order your Equipment necessary for the purpose of accessing the Tawi Platform and the Services.
You shall be responsible for ensuring the proper performance of your Equipment. Tawi shall neither be responsible for any errors or failures caused by any malfunction of your Equipment, and nor shall Tawi be responsible for any computer virus or related problems that may be associated with the use of the Tawi Platform, the Services and the Equipment. You shall be responsible for charges due to any service provider providing you with connection to the network and Tawi shall not be responsible for losses or delays caused by any such service provider.
You agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Tawi Platform password secret and secure. You shall ensure that your Tawi Platform password does not become known or come into possession of any unauthorized persons. Tawi shall not be liable for any disclosure of your Tawi Platform password to any third party and you hereby agree to indemnify and hold Tawi harmless from any losses resulting from any Tawi Platform password disclosure.
Until and unless we receive your notice of loss or unauthorized access of your Account as above, we shall remain authorized to accept any Requests on your Tawi Account using your password.
You shall give us and any person acting on our behalf all necessary assistance in any investigations, all information as to the circumstances of the loss or possible misuse of your Equipment or password in order to enable us to take all reasonable steps mitigate the loss incurred or likely to be incurred as a result of loss of the Equipment or misuse or unauthorized access to your password.
Upon your request we shall assist third parties with such relevant information concerning your Tawi Account in connection with such loss of your Equipment or possible misuse or unauthorized access of your password.
You shall take all reasonable precautions to detect any unauthorized use of the Tawi Platform and Services. To that end, you shall ensure that all communications from Tawi are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorized use of and access to the Tawi Platform will be detected.
You shall immediately change your password details on the Tawi Platform in the event that:
You have reason to believe that your Tawi Platform password is or may be known to any person not authorized to know the same and/or has been compromised; and/or
You have reason to believe that unauthorized use of the Services has or may have occurred or could occur and a request may have been fraudulently input or compromised.
You shall at all times follow the security procedures notified to you by Tawi from time to time or such other procedures as may be applicable to our Services. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of your Tawi Platform Account’s confidentiality. In particular, You shall ensure that our Services are not used, or Requests are not issued, or the relevant functions are not performed by anyone other than a person authorized to do so.
You shall not at any time operate the Tawi Platform or use our Services in any manner that may be prejudicial to Tawi.
INACTIVE ACCOUNT
We shall close any Account that has been inactive for a period of six (6) months upon issuance of a thirty (30) days’ notice to you.
ELECTRONIC CONTRACTS
You accept and acknowledge that:
You are satisfied that electronic contracts are enforceable despite the legal risks associated with them.
You must not dispute the contents of any Request, instructions, notice or communication sent to us through the Tawi Platform under these Terms and Conditions.
You authorize us to rely on documents and information You upload onto the Tawi Platform without the need to perform any further checks regarding its genuineness, correctness, validity and completeness.
OPERATING TIMES AND AVAILABILITY
The Services made available through the Tawi Platform will be available for use during the operating hours notified to you or at the times set out in any applicable guidelines or otherwise communicated to you. However, routine maintenance requirements, excess demand on the systems and circumstances beyond our control may mean it is not always possible for the Services to be available during all times, which you accept.
The availability and proper functioning of our Services depends on many variable circumstances, including location, network and internet availability, signal strength, and proper functioning of hardware, software, your network operator, and computer.
You accept that we may suspend the availability of Services temporarily at any time for maintenance and upgrading of services with prior notice to you.
EXCLUSION OF LIABILITY
In addition to any other exclusion of liability clauses contained in these Terms and Conditions:
We shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of (a) the failure of any of your Equipment, or (b) any other circumstances whatsoever not within Tawi’s control including, without limitation, force majeure or error, interruption, delay or non-availability of Tawi’s Services, Tawi Platform, any enemy action, Equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system or if you did not correctly use the Tawi Platform.
Except to the extent that the loss arises from our own negligence, fraud, or wilful default, we will not be liable for any losses or damage suffered by you as a result of or in connection with;
Failure, malfunction, interruption or unavailability of our Services, your Equipment, the network, the Tawi Platform and/or IPRS and any other data source.
Any fraudulent or illegal use of our Services, the Tawi Platform and/or your Equipment.
Your failure to comply with these Terms and Conditions and any document or information provided by Tawi concerning the use of the Tawi Platform and our Services.
Any acts or omissions related to services provided by a third-party service provider including the government database; or
Service interruptions, outage, suspension of a third party provider services and in particular for inconvenience of losses caused in relation to requests which were processed during the time of termination/suspension.
If for any reason other than a reason mentioned herein our Services are interfered with or unavailable, Tawi’s sole liability under this Terms and Conditions in respect thereof shall be to re-establish the Services as soon as reasonably practicable.
It is your responsibility to ensure that the Tawi Platform, if supplied to you, is compatible with your Equipment. We shall not be responsible for any loss or damage you suffer as a result of any incompatibility between the Tawi Platform and your Equipment. where the possibility of such loss or damage is notified to Tawi, except to the extent that the loss arises from our own negligence or wilful default.
Subject to applicable law, Tawi is not liable to you for any loss, direct or indirect, consequential, howsoever caused: (a) arising out of or in connection with our Services; (b) any interference with or unavailability of our Services, howsoever caused, even where the possibility of such loss or damage is notified to Tawi, except to the extent that the loss arises from our own negligence or wilful default.
All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the intellectual property rights in the Tawi Platform (and any amendments, upgrades or enhancements thereto from time to time) and all associated documentation that Tawi provides to you through the Tawi Platform or otherwise are vested either in Tawi or in other persons from whom Tawi has a right to use and to sub-license the Tawi Platform and/or the said documentation.
You must not:
Take copies, sell, assign, transfer or otherwise deal with the Tawi Platform; or
Attempt to decompile, reverse engineer, input, or compile any of the Tawi Platform features;
Duplicate, reproduce or in any way tamper with the Tawi Platform and associated documentation without the prior written consent of Tawi;
Or in any other way infringe or attempt to infringe any such intellectual property rights.
INDEMNITY
In consideration of Tawi complying with your instructions or Requests in relation to your Account, you undertake to indemnify Tawi and hold it harmless against any loss, charge, damage, expense, fee or claim which Tawi may suffer in connection with the following:
Tawi having acted in accordance with the whole or any part of any of your Requests;
The malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Tawi’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete, or inaccurate information or data contained in any Request received by Tawi;
Your use, misuse, abuse, or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs;
Any unauthorized access to your Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment;
Any loss or damage occasioned by your failure to adhere to these Terms and Conditions and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third-party facilities or systems or the inability of a third party to process a transaction or any loss which may be incurred by Tawi as a consequence of any breach of these Terms and Conditions;
Any damages and costs payable to Tawi in respect of any claims against Tawi for recompense for loss where the particular circumstance is within your control; except to the extent that the loss arises from our own negligence, fraud, or wilful default.
DISCLOSURE OF INFORMATION
You hereby expressly consent and authorize Tawi to disclose, receive, record, or utilize your Personal Information or information or data relating to your Account and any details of your use of our Services including:
To any member of Tawi anywhere in the world, including any officer, employee, agent, or director and their advisors;
To contact, inform you and market our other services and products as detailed in our Privacy Policy ( https://tawifresh.com/privacy-policy);
To and from any local or international law enforcement or competent regulatory or governmental agencies so as to assist in the prevention, detection, investigation or prosecution of criminal activities or fraud;
To and from Tawi’s service providers, dealers, agents or any other company that may be or become Tawi’s subsidiary or holding company for reasonable commercial purposes relating to our Services;
Credit bureau or credit reference agency or rating agency correspondents for the purposes of our credit assessments and so that these agencies or bureaus can maintain and provide to others a credit profile about you and possibly a credit score on your credit worthiness;
To any financial institution which you have or may have dealings with to conduct credit checks, anti- money laundering related checks, fraud prevention and detection of crime purposes;
To Tawi’s lawyers, auditors or other professional advisors or to any court or arbitration tribunal in connection with any legal or audit proceedings;
To our business alliance partners who may provide their product or service to you;
Any actual or potential participant or sub participant in relation to any of our obligations under these terms and conditions between us or assignee, novatee or transferee (or any officer, employee, agent or adviser of any of them);
Any party to whom we assign our rights under this terms and conditions or any of our agreements for particular Services;
For reasonable commercial purposes connected to your use of our Services, such as marketing and research related activities;
In business practices including but not limited to quality control, training and ensuring effective systems operation;
Subject to laws and regulations upon your death or mental incapacitation, your legal representative and their legal advisers, and a member of your immediate family for the purpose of allowing him/ her to undertake any dealings on your account;
Any authorized person or any security provider;
Anyone we consider necessary to facilitate your Requests for Services; and
Anyone we consider necessary in order to provide you with services in connection with the Tawi Platform.
HOW WE TREAT YOUR PERSONAL INFORMATION
We are committed to respecting and protecting the privacy of the information we collect from you. Our privacy statement, as updated from time to time, explains how we treat your Personal Information, who we share your information with, and measures taken protect your privacy when you use our Service. This can be found at https://tawifresh.com/privacy-policy
If unable to access the link or this website, please reach us through email ServiceDesk@tawifresh.com or call +254 705 155 547 to receive a copy.
You shall notify us in writing of any changes to your Personal Information either via email (as provided for in Clause 16.1) to Tawi or update the same directly via your Account with Us or through the Equipment including but not restricted to your name and address. Until such notice is received, your Personal Information shall be deemed to be that which you provided in your application to register for the Service.
Your Personal Information will not be disclosed to anyone else without your consent as provided in this terms and conditions unless Tawi is legally required or permitted to disclose it.
PRINCIPAL – AGENT RELATIONSHIP
By accepting these Terms and Conditions, you agree and consent to dealing with Tawi as the authorised agent of the Farmers supplying you with Fresh Produce. You further acknowledge that you understand the rights and obligations of both the Principal and the authorised Agent.
Any Fresh Produce supplied to you by Tawi will be deemed to have been supplied by the Farmer and your payment to Tawi’s account shall be deemed to have been made to the Farmer.
ASSIGNMENT AND TRANSFER OF INTEREST
You hereby agree that we may, in our sole and absolute discretion, assign, discount or otherwise transfer part or all of your interests relating to our Services and your Account to any third parties or any other person for such consideration or otherwise as we may deem appropriate.
NOTICES
Tawi may send information concerning your Account via Email or SMS to the contact details associated with your Account or through any other means agreed between you and Tawi including messages that may be posted on the Tawi Platform. In some cases, our notices and communications may be made as public announcements in daily newspapers or posted on our website.
Our notices and communications to you are effective:
If sent by email or SMS, immediately after we send it unless we receive a delivery failure receipt.
If posted via the Tawi Platform, at a time when your account is active; and
If published in daily newspapers or posted on our website.
You acknowledge that you have no claim against Tawi for damages resulting from losses, delays, misunderstandings, mutilations, duplications or any other irregularities due to transmission of any communication pertaining to your Account.
FINANCIAL CRIME, INTERNATIONAL SANCTIONS, AND PROHIBITED BUSINESS ACTIVITY
Tawi has implemented controls and safeguards relating to international sanctions, the detection and prevention of financial crime, and prohibited business activity both within and outside Kenya which may delay or prevent us from providing our products and services to you, or require us to terminate this terms and conditions and any other agreements for any Services (subject to any restrictions imposed by law) without prior notice to you. You agree to provide information about yourself reasonably required to assist us in implementing the controls and safeguards.
SUSPENSION, VARIATION AND TERMINATION OF RELATIONSHIP
SUSPESION
We may suspend our Services temporarily at any time for maintenance and upgrading of systems and/or the Tawi Platform with prior notice to you.
VARIATION
We may at any time, with notice to you:
Vary the way the Tawi Platform operates; or
Add to, remove or otherwise vary, any of the functionalities available under the Tawi Platform.
You undertake to be bound by any variation to the operation of the Tawi Platform if you continue to access our Services after we notify you of the variation.
TERMINATION
We may at any time, upon issuing notice to you in line with this terms and conditions, terminate the business relationship, end your access to the Tawi Platform within such time as Tawi may determine.
Without prejudice to our rights, we may suspend/close your Account or end your access to the Tawi Platform by issuing a thirty (30) days’ notice:
If we reasonably suspect or believe that you are in breach of these Terms and Conditions;
If we cease to provide of our Services for commercial reasons or for any other reason;
If legal or criminal proceedings are commenced against you;
If we consider that your Account is being operated in an irregular or improper manner;
Failure to abide by the payment terms provided to you by us;
If anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with obligations under these terms and conditions or any other arrangement with us; or
Any other reason as notified to you.
Without prejudice to Tawi’s rights contained herein, Tawi may suspend/close your Account or end your access to the Tawi Platform immediately with notice to you if:
You are convicted of a crime;
You use the Account for unauthorized purposes or where Tawi detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of our Services;
Tawi is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulatory authority or other competent authority.
You may terminate this terms and conditions and close your Account at any time.
Termination shall not affect any accrued rights and liabilities of either party.
All provisions of these terms and conditions in connection with payments, lien, indemnities, limitation of liability, disclosure of information, set off, currency conversion, tax, and the miscellaneous provisions shall survive termination of this Agreement.
These Terms and Conditions may be reviewed and varied from time to time, subject to applicable law. If we vary these Terms and Conditions, we will post the amended terms on the Tawi Platform and issue notice to you. You should check the Tawi Platform frequently. The amended Terms and Conditions will take effect immediately. Once posted, we will treat your subsequent use of our services and products as your acceptance of the variation.
DEATH OR BANKRUPTCY
On your death or bankruptcy, your obligations shall remain in full force and effect until such a time as they shall be duly satisfied.
MISCELLANEOUS
These Terms and Conditions (as may be amended from time to time) form a legally binding agreement binding on you and your personal successors and assigns. Any variations or amendments to these terms and conditions shall be binding upon you as fully as if the same were contained in these terms and conditions.
No failure or delay by either yourself or Tawi in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
If any provision of these Terms and Conditions shall be found by any duly appointed arbitrator, court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions herein.
The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. You have the right to seek independent legal counsel in order to fully understand the implications and potential consequences of agreeing to these Terms and Conditions prior to accepting them. You shall be deemed to have read, understood, and accepted to be bound by these Terms and conditions (which may be amended by us from time to time) by selecting the “accept” option.
CUSTOMER COMPLAINTS
You may contact us through the Tawi Platform to report any disputes, complaints, claims or Account discrepancies or in respect to the Service.
On receiving a complaint, we shall provide the Complainant with a prompt written acknowledgement within forty-eight (48) hours and resolve the complaint in ten (10) working days. For complaints not resolved within ten (10) working days, written updates should be forwarded to the Customer on the progress in resolving the complaint, once in every five (5) days.
DISPUTE RESOLUTION, JURISDICTION
Any dispute arising out of or in connection with this Agreement that is not resolved by our representatives shall be referred to a Kenyan court of competent jurisdiction. To the extent permissible by law, the determination of the court shall be final, conclusive and binding upon the parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, and the parties submit to the non-exclusive jurisdiction of Kenyan courts.
