UDUA'S TERMS AND CONDITIONS

    Last updated: 2025-04-16

    1. Introduction

    1.1. “Udua” is the trading name for Udua, an e-commerce platform that operates through a website and mobile application (“marketplace”) along with supporting IT logistics and payment infrastructure for the sale and purchase of consumer products and services (“products”) within the university ecosystem.

    1.2. These general terms and conditions apply to both buyers and sellers on the marketplace and govern your use of the marketplace and related services.

    1.3. By using our marketplace, you accept these general terms and conditions in full. If you disagree with these terms and conditions or any part of them, you must not use our marketplace.

    1.4. If you use our marketplace in the course of a business or organizational project, then by doing so you:

    • 1.4.1. Confirm that you have obtained the necessary authority to agree to these general terms and conditions;
    • 1.4.2. Bind both yourself and the person, company, or other legal entity that operates that business or organizational project to these terms and conditions; and
    • 1.4.3. Agree that the term “you” in these general terms and conditions shall reference both the individual user and the relevant person, company, or legal entity unless the context requires otherwise.

    2. Registration and Account

    2.1. You may not register with our marketplace if you are under 18 years of age. By using our marketplace or agreeing to these general terms and conditions, you warrant and represent to us that you are at least 18 years of age.

    2.2. If you register for an account with our marketplace, you will be asked to provide an email address/user ID and password, and you agree to:

    • 2.2.1. Keep your password confidential;
    • 2.2.2. Be responsible for any activity on our marketplace arising out of any failure to keep your password confidential, and you may be held liable for any losses arising out of such a failure.
    • 2.2.3. Your account shall be used exclusively by you, and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf, this shall be at your own risk.
    • 2.2.4. We may suspend or cancel your account and/or edit your account details at any time in our sole discretion and without notice or explanation. If we cancel any products or services you have paid for but not received, and you have not breached these general terms and conditions, we will refund you in respect of the same.

    You may diactivate your account on our marketplace by contacting us.

    3. Terms and Conditions of Sale

    3.1. You acknowledge and agree that:

    • 3.1.1. The marketplace provides an online platform for sellers to sell and buyers to purchase products;
    • 3.1.2. We shall accept binding sales on behalf of sellers, but (unless Udua is indicated as the seller) Udua is not a party to the transaction between the seller and the buyer; and
    • 3.1.3. A contract for the sale and purchase of a product will come into force between the buyer and seller, and accordingly, you commit to buying or selling the relevant product upon the buyer’s confirmation of purchase via the marketplace.

    3.2. Subject to these general terms and conditions, the seller’s terms of business shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase:

    • 3.2.1. The price for a product will be as stated in the relevant product listing;
    • 3.2.2. The price for the product must include all taxes and comply with applicable laws in force from time to time;
    • 3.2.3. Delivery charges, packaging charges, handling charges, administrative charges, insurance costs, and other ancillary costs and charges, where applicable, will only be payable by the buyer if this is expressly and clearly stated in the product listing. Delivery of digital products may be made electronically;
    • 3.2.4. Products must be of satisfactory quality, fit, and safe for any purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by the seller to the buyer; and
    • 3.2.5. In respect of physical products sold, the seller warrants that they have good title to and are the sole legal and beneficial owner of the products and/or have the right to supply the products pursuant to this agreement. The products are not subject to any third-party rights or restrictions, including intellectual property rights or any criminal, insolvency, or tax investigation proceedings. For digital products, the seller warrants that they have the right to supply the digital products to the buyer.

    4. Returns and Refunds

    4.1. Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with the returns page on the marketplace as may be amended from time to time. Acceptance of returns shall be at our discretion subject to compliance with applicable laws of the territory.

    4.2. Refunds in respect of returned products shall be managed in accordance with the refunds page on the marketplace as may be amended from time to time. Our rules on refunds shall be exercised at our discretion subject to applicable laws of the territory. We may offer refunds in our discretion:

    • 4.2.1. In respect of the product price;
    • 4.2.2. Local and/or international shipping fees (as stated on the refunds page); and
    • By way of mobile money transfer, bank transfers, or such other methods as we may determine from time to time.

    4.3. Returned products shall be accepted and refunds issued by Udua acting for and on behalf of the seller. Notwithstanding paragraphs 4.1 and 4.2 above, in respect of digital products or services, Udua shall issue refunds in respect of failures in delivery only. Refunds of payment for such products for any other reasons shall be subject to the seller’s terms and conditions of sale.

    4.4. Changes to our returns page or refunds page shall be effective in respect of all purchases made from the date of publication of the change on our website.

    5. Payments (Payment Information and Guidelines)

    5.1 Payment Methods Accepted by Udua

    Udua accepts the following methods of payment (availability may vary depending on your region):

    • Debit & Credit card
    • Bank transfer

    5.1.1 Debit & Credit Cards

    You may make payments for your purchases from the Udua marketplace using your debit or credit card. You will be required to input your card details during the checkout process. Please refer to Udua’s terms and conditions and privacy notice for information on how your details are processed.

    5.1.2 Bank Transfer

    You may make payments for your purchases from the Udua marketplace via bank transfer. You will be required to input your bank information during the checkout process.

    6. Rules About Your Content

    6.1. In these general terms and conditions, "your content" means:

    • 6.1.1. All works and materials (including, without limitation, text, graphics, images, audio material, video material, audio-visual material, scripts, software, and files) that you submit to us or our marketplace for storage, publication, processing, or onward transmission.
    • 6.1.2. All communications on the marketplace, including product reviews, feedback, and comments.

    6.2. Your content and its use by us in accordance with these general terms and conditions must be accurate, complete, and truthful.

    6.3. Your content must be appropriate, civil, and tasteful, and must accord with generally accepted standards of internet etiquette. Your content must not:

    • 6.3.1. Be offensive, obscene, indecent, pornographic, lewd, suggestive, or sexually explicit;
    • 6.3.2. Depict violence in an explicit, graphic, or gratuitous manner;
    • 6.3.3. Be blasphemous, or breach racial or religious hatred or discrimination legislation;
    • 6.3.4. Be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory, or inflammatory;
    • 6.3.5. Cause annoyance, inconvenience, or needless anxiety to any person;
    • 6.3.6. Constitute spam.

    6.4. Your content must not be illegal or unlawful, infringe any person's legal rights, or be capable of giving rise to legal action against any person (in any jurisdiction and under any applicable law). Specifically, your content must not:

    • 6.4.1. Infringe any copyright, moral right, database right, trademark right, design right, or any other intellectual property right;
    • 6.4.2. Infringe any right of confidence, right of privacy, or rights under data protection legislation;
    • 6.4.3. Breach any contractual obligation owed to any person or any court order.

    6.5. You must not use our marketplace to link to any website or web page that, if posted on our marketplace, would breach these general terms and conditions.

    6.6. You must not submit any material to our marketplace that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

    6.7. The review function on the marketplace may be used to facilitate buyer reviews on products. You shall not use the review function or any other form of communication to provide inaccurate, inauthentic, or fake reviews.

    6.8. You must not interfere with a transaction by:

    • 6.8.1. Contacting another user to buy or sell an item listed on the marketplace outside of the marketplace;
    • 6.8.2. Communicating with a user involved in an active or completed transaction to warn them away from a particular buyer, seller, or item;
    • 6.8.3. Contacting another user with the intent to collect any payments.

    6.9. You acknowledge that all users of the marketplace are solely responsible for interactions with other users. You shall exercise caution and good judgment in your communication with users, and you must not send them personal information, including credit card details.

    6.10. We may periodically review your content and reserve the right to remove any content at our discretion for any reason whatsoever.

    6.11. If you learn of any unlawful material or activity on our marketplace, or any material or activity that breaches these general terms and conditions, you may inform us by contacting us.

    7. Our Rights to Use Your Content

    7.1. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute your content on our marketplace and across our marketing channels, as well as in any existing or future media.

    7.2. You grant to us the right to sub-license the rights licensed under section 7.1.

    7.3. You grant to us the right to bring an action for infringement of the rights licensed under section 7.1.

    7.4. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law, and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

    7.5. Without prejudice to our other rights under these general terms and conditions, if you breach our rules on content in any way, or if we reasonably suspect that you have breached our rules on content, we may delete, unpublish, or edit any or all of your content.

    8. Use of Website and Mobile Applications

    8.1. In this section, the words "marketplace" and "website" shall be used interchangeably to refer to Udua's websites.

    8.2. You may:

    • 8.2.1. view pages from our website in a web browser;
    • 8.2.2. download pages from our website for caching in a web browser;
    • 8.2.3. print pages from our website for your own personal and non-commercial use, provided that such printing is not systematic or excessive;
    • 8.2.4. stream audio and video files from our website using the media player on our website; and
    • 8.2.5. use our marketplace services by means of a web browser subject to the other provisions of these general terms and conditions.

    8.3. Except as expressly permitted by section 8.2 or the other provisions of these general terms and conditions, you must not download any material from our website or save any such material to your computer.

    8.4. You may only use our website for your own personal and business purposes in respect of selling or purchasing products on the marketplace.

    8.5. Except as expressly permitted by these general terms and conditions, you must not edit or otherwise modify any material on our website.

    8.6. Unless you own or control the relevant rights in the material, you must not:

    • 8.6.1. republish material from our website (including republication on another website);
    • 8.6.2. sell, rent, or sub-license material from our website;
    • 8.6.3. show any material from our website in public;
    • 8.6.4. exploit material from our website for a commercial purpose; or
    • 8.6.5. redistribute material from our website.

    8.7. Notwithstanding section 8.6, you may forward links to products on our website and redistribute our newsletter and promotional materials in print and electronic form to any person.

    8.8. We reserve the right to suspend or restrict access to our website, areas of our website, and/or functionality on our website. We may, for example, suspend access to the website during server maintenance or updates. You must not circumvent or attempt to bypass any access restriction measures on the website.

    8.9. You must not:

    • 8.9.1. use our website in any way or take any action that causes or may cause damage to the website or impairment of its performance, availability, accessibility, integrity, or security;
    • 8.9.2. use our website in any unethical, unlawful, illegal, fraudulent, or harmful manner, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
    • 8.9.3. hack or otherwise tamper with our website;
    • 8.9.4. probe, scan, or test the vulnerability of our website without permission;
    • 8.9.5. circumvent any authentication or security systems on our website;
    • 8.9.6. use our website to copy, store, host, transmit, send, use, publish, or distribute any material consisting of (or linked to) any spyware, virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious software;
    • 8.9.7. impose an unreasonably large load on our website resources (including bandwidth, storage, and processing capacity);
    • 8.9.8. decrypt or decipher any communications sent by or to our website without permission;
    • 8.9.9. conduct any systematic or automated data collection activities (such as scraping, data mining, or data harvesting) without express written consent;
    • 8.9.10. access or interact with our website using automated means except for search engine indexing;
    • 8.9.11. use our website except by means of our public interfaces;
    • 8.9.12. use data from our website for direct marketing activities (including email, SMS, or telemarketing); or
    • 8.9.13. interfere with the normal use of our website.

    9. Copyright and Trademarks

    9.1. Subject to the express provisions of these general terms and conditions:

    • 9.1.1. We, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
    • 9.1.2. All the copyright and other intellectual property rights in our website and the material on our website are reserved.

    9.2. Udua's logos and other registered and unregistered trademarks are trademarks belonging to us; we do not give permission for the use of these trademarks, and such use may constitute an infringement of our rights.

    9.3. The third-party registered and unregistered trademarks or service marks on our website are the property of their respective owners. We do not endorse, nor are we affiliated with, any of the holders of such rights, and therefore cannot grant any license to exercise those rights.

    10. Data Privacy

    10.1. Buyers agree to the processing of their personal data in accordance with the terms of Udua’s Privacy Policy.

    10.2. Udua shall process all personal data obtained through the marketplace and related services in accordance with the terms of Our Privacy Policy.

    10.3. Sellers shall be directly responsible to buyers for any misuse of their personal data, and Udua shall bear no liability to buyers in respect of any misuse by sellers of their personal data.

    11. Due Diligence and Audit Rights

    11.1. We operate an anti-fraud and anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the marketplace.

    11.2. You agree to provide to us all such information, documentation, and access to your business premises as we may require:

    • 11.2.1. in order to verify your adherence to and performance of your obligations under these terms and conditions;
    • 11.2.2. for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or
    • 11.2.3. as otherwise required by law or applicable regulation.

    12. Udua’s Role as a Marketplace

    12.1. You acknowledge that:

    • 12.1.1. Udua facilitates a marketplace for buyers and third-party sellers;
    • 12.1.2. The relevant seller of the product (whether a third-party seller or Udua itself) shall at all times remain exclusively liable for the products they sell on the marketplace; and
    • 12.1.3. In the event of an issue arising from the purchase of a product, the buyer should seek recourse from the relevant seller by following the process set out in Udua's Dispute Resolution Policy.

    12.2. We commit to ensuring that sellers submit information relating to their products that is complete, accurate, and up to date. To this end:

    • 12.2.1. The relevant seller warrants and represents the completeness and accuracy of their product information;
    • 12.2.2. The relevant seller warrants and represents that the material on the marketplace is up to date; and
    • 12.2.3. If a buyer has a complaint about the accuracy or completeness of the product information, they may seek recourse from the relevant seller by following Udua's Dispute Resolution Policy.

    12.3. We do not warrant that the marketplace will operate without fault or that it will remain available during events beyond Udua’s control (force majeure), including but not limited to natural disasters, hacking, terrorist attacks, or pandemics.

    12.4. We reserve the right to discontinue or alter our marketplace services and to stop publishing the marketplace at any time at our discretion, without notice or explanation. You will not be entitled to any compensation or other payment upon the discontinuance or alteration of services. This is without prejudice to any unfulfilled orders or other existing liabilities.

    12.5. If we discontinue or alter the marketplace under circumstances not related to force majeure, we will provide prior notice to buyers and sellers of not less than fifteen (15) days with guidance on pending transactions or liabilities.

    12.6. We do not guarantee any commercial results from the use of the marketplace.

    To the maximum extent permitted by applicable law, and subject to section 13.1 below, we exclude all representations and warranties related to the subject matter of these terms and conditions, our marketplace, and its use.

    13. Limitations and Exclusions of Liability

    13.1. Nothing in these general terms and conditions will:

    • 13.1.1. Limit any liabilities in any way that is not permitted under applicable law; or
    • 13.1.2. Exclude any liabilities or statutory rights that may not be excluded under applicable law.

    13.2. The limitations and exclusions of liability set out in this section 13 and elsewhere in these general terms and conditions:

    • 13.2.1. Are subject to section 13.1; and
    • 13.2.2. Govern all liabilities arising under these general terms and conditions or relating to the subject matter of these general terms and conditions, including liabilities arising in contract, in tort (including negligence), and for breach of statutory duty except to the extent expressly provided otherwise in these general terms and conditions.

    13.3. In respect of services offered to you free of charge, we will not be liable to you for any loss or damage of any nature whatsoever.

    13.4. Our aggregate liability to you in respect of any contract to provide services under these general terms and conditions shall not exceed the total amount paid and payable to us under the contract. Each separate transaction on the marketplace shall constitute a separate contract for the purposes of this section 13.

    13.5. Notwithstanding section 13.4 above, we will not be liable to you for any loss or damage of any nature, including in respect of:

    • 13.5.1. Any losses occasioned by any interruption or dysfunction to the website;
    • 13.5.2. Any losses arising out of any event or events beyond our reasonable control;
    • 13.5.3. Any business losses including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, or goodwill;
    • 13.5.4. Any loss or corruption of any data, database, or software; or
    • 13.5.5. Any special, indirect, or consequential loss or damage.

    13.6. We accept that we have an interest in limiting the personal liability of our officers and employees. Having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the marketplace or these general terms and conditions (this does not limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

    14. Indemnification

    14.1. You hereby indemnify us and undertake to keep us indemnified against:

    • 14.1.1. Any and all losses, damages, costs, liabilities, and expenses (including, without limitation, legal expenses and any amounts paid by us to any third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our marketplace or any breach by you of any provision of these general terms and conditions or the Udua codes, policies, or guidelines; and
    • 14.1.2. Any VAT liability or other tax liability that we may incur in relation to any sale, supply, or purchase made through our marketplace, where that liability arises out of your failure to pay, withhold, declare, or register to pay any VAT or other tax properly due in any jurisdiction.

    15. Breaches of these General Terms and Conditions

    15.1. If we permit the registration of an account on our marketplace, it will remain open indefinitely subject to these general terms and conditions.

    15.2. If you breach these general terms and conditions or if we reasonably suspect that you have breached these general terms and conditions or any Udua codes, policies, or guidelines in any way, we may:

    • 15.2.1. Temporarily suspend your access to our marketplace;
    • 15.2.2. Permanently prohibit you from accessing our marketplace;
    • 15.2.3. Block computers using your IP address from accessing our marketplace;
    • 15.2.4. Contact any or all of your internet service providers and request that they block your access to our marketplace;
    • 15.2.5. Suspend or delete your account on our marketplace; and/or
    • 15.2.6. Commence legal action against you whether for breach of contract or otherwise.

    15.3. Where we suspend, prohibit, or block your access to our marketplace or a part of our marketplace, you must not take any action to circumvent such suspension or prohibition or blocking (including, without limitation, creating and/or using a different account).

    16. Entire Agreement

    16.1. These general terms and conditions and the Udua codes, policies, and guidelines (and in respect of sellers, the seller terms and conditions) shall constitute the entire agreement between you and us in relation to your use of our marketplace and shall supersede all previous agreements between you and us in relation to your use of our marketplace.

    17. Changes to Terms:

    17.1 We may update these Terms and Conditions from time to time. The Last updated will indicate the most recent revisions. Continued use of our services after changes constitutes acceptance of the modified terms.

    18. Contact Us:

    18.1 If you have any questions or concerns about these Terms and Conditions, please contact us at contactUdua@gmail.com.

    Thank you for choosing Udua. We appreciate your adherence to these terms as they contribute to a safe and enjoyable shopping experience for all users.