Terms and Conditions
This document sets out the terms and conditions on which you may use our service. It includes important information about your legal rights and obligations. It explains topics like automatic subscription renewals, limitations of liability, your responsibilities and intellectual property rights. Please make sure you read and understand this document in full. If there is anything you do not understand you must discontinue all use of the Afrobook Services and seek legal advice.
By using the Afrobook platform, you are agreeing to these Terms and Conditions. We have tried to make this document as understandable as possible, but it is still a legal agreement.
• By using our website or services, you are accepting these terms and conditions and entering into a legal contract with us. Where entering into this contract on behalf of someone else, you must have the authority to do so.
• You must be 18 years old to use the Afrobook Services. You must make sure all information provided when setting up your account is accurate and up-to-date as we will use it to contact you. You must keep your username and password safe.
• You are responsible for the content that you and your End Users publish to your User Platform. You and your End Users must follow our rules and guidelines and must not do anything illegal while using the Afrobook Services or User Platform.
• You and your End Users own all of the content uploaded/posted to your community. You give Afrobook permission to use it in ways necessary to provide, improve, promote, and protect our services. We may also use this content in our marketing and promotional efforts.
• You are the Data Controller in relation to your User Platform. It is important that you ensure you comply with Data Protection laws and regulations when using the Afrobook Services.
• Afrobook is a Data Processor in relation to your User Platform. This clause explains how we handle, on your instructions, the personal information you collect when using the Afrobook Services and any personal information in Your Content.
• We want to provide you with an excellent service and experience. In order to do that we need to maintain control over what happens on our services.
• We provide both free and paid services. If you choose to use our paid services this clause explains how we will charge you, bill you, collect payment for, and handle the renewal of your Account in relation to your use of the Paid Afrobook Services, and sets out the consequences of non-payment.
• You may cancel your subscription at any time. We may terminate your subscription or account at any time.
• Afrobook takes its Acceptable Use Guidelines, copyright and complaints seriously and will take down any content that we deem to be infringing.
• This clause sets out important statements of fact which Afrobook and you may rely on.
• We will both keep any information that we learn about each other confidential.
Full Terms and Conditions
1.1 Our Purpose
Afrobook Media builds products, applications, tools and features which allow you to design, build and manage your digital community. The online and/or mobile community or communities created by you are referred to herein as the “User Platform(s)”.
1.2 Legel Agreement
You may only visit or use the Afrobook Services if you fully agree to the Afrobook Terms. By using or registering for any of the Afrobook Services, you signify and affirm your informed consent to these Afrobook Terms. These Afrobook Terms constitute a binding and enforceable agreement between Afrobook Media Limited, its affiliates and its subsidiaries worldwide (“Afrobook Media”, “Afrobook”, “us”, or “we”) and you (“Customer” or “you”) in relation to your use of such Afrobook Services (both Afrobook and you, a “party” and together, the “parties”).
Afrobook may, in its sole discretion, change or amend these Afrobook Terms. We will notify you of any material changes either by sending you an email or displaying a prominent notice on the General Terms and Conditions section of our website. We may notify you of such changes in advance, and your continued use of the Afrobook Services after we have made the changes will constitute your acceptance of the changes. Please read any notice we send you carefully.
1.3 Your Account
You need to create an account (“Account”) to use the Afrobook Services and set up a User Platform. You agree to provide us with accurate and complete information for when creating your Account, and to keep this information updated.
1.3.1 Securing your Login
You are responsible for keeping your Account username and password secure and for ensuring no one else has access to them. If you suspect your account has been compromised in any way you must notify us immediately at: support@Afrobookmedia.com. Afrobook is not liable for any acts or omissions by you in connection with your Account.
1.3.2 Capacity and Age
You must be of legal age to form a binding contract with Afrobook to use the Afrobook Services and to create an Account. In the UK this is 18 years or older, but the legal age may be different in your jurisdiction. Afrobook may require proof of age and residency to verify your age and location.
2.0 Your Rights, Responsibilities and Obligations
2.1 You will only use content for which you are authorized
You confirm that you own all rights in and to all information, text, images, audio/audio-visual recordings and other content and materials which you provide to Afrobook (including any content which you upload to the User Platform or Afrobook platform and any content or materials created or arising out of your use of the Afrobook Services from time to time) (“Your Content”).
Your User Platform will have its own users (“End Users”). You are aware that all information, text, images, audio/audio-visual recordings and other content and materials that End Users upload to your User Platform (“End User Content”) may be protected by third party intellectual property rights and you will not copy, upload, download or share this content unless you have the right to do so.
2.2 Acceptable Use Guidelines
Potential Abuse of the Afrobook Services
You will not:
a. Probe, scan or test the vulnerability of our system, networks or infrastructure.
b. Breach or otherwise try to circumvent measures put in place to restrict access to Afrobook Services, User Platform, Accounts or End User accounts, or any other systems and services provided by Afrobook.
c. Access, interfere with or use non-public areas of the Afrobook Services or shared areas of the Afrobook Services that you have not been invited to.
d. Interfere with or disrupt any user, host or network by distributing any, including but not limited to, virus, malware, worm, computer code designed to overload or flood a network.
e. Take apart, decompile or reverse engineer any part of the Afrobook Services, in an effort to gain access to the source code and/or algorithms.
f. Access, search or create accounts for the Afrobook Services by any means other than our publicly available interfaces (for example, using spiders, crawlers, robots, scrapers).
g. Do anything which imposes (in Afrobook’s sole discretion) an unreasonably large load on our (or our third party providers’) network and its infrastructure.
Spamming and Phishing
You will not:
a. Use the Afrobook Services in connection with any form of spam, unsolicited email to people who have not explicitly consented, “chain letters”, “pyramid schemes” or similar conduct or otherwise engage in unethical marketing or advertising. Afrobook reserves the right to determine what constitutes spam and/or unethical marketing.
b. Send altered, deceptive or false source-identifying information (including misleading names, email addresses, subject lines), including but not limited to phishing and spoofing.
c. Illegally collect login data and/or passwords for other websites, third party software or services.
Deception, Fraud and Impersonation
You will not:
a. Do anything that is intentionally or recklessly false, fraudulent, inaccurate or deceiving.
b. Falsely give the impression that Afrobook endorses you, your User Platform, your Business, any e-commerce you conduct on your User Platform, or any statement you make.
c. Impersonate another person, company or entity.
You will not:
a. Use, collect or make available unauthorized credit cards, debit cards, or other unauthorized payment methods on the Afrobook Services.
b. Promote or advertise products or services other than your own without appropriate authorization.
You will not:
a. Infringe or misappropriate anyone’s copyright, trademark or other intellectual property rights.
b. Interfere or otherwise violate any User’s right to privacy or other’s rights, or harvest/collect personally identifiable information about users without their express consent.
c. Remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights.
You will not:
a. Act in a manner that may be perceived at damaging to Afrobook’s reputation and goodwill, or which may bring Afrobook into disrepute or harm.
b. Publish any malicious, unlawful, defamatory or obscene content.
c. Incite violence in any way.
d. Threaten, harass or abuse any individuals.
e. Condone or promote self-harm.
f. Condone or promote violence against any person or group based on race, ethnicity, nationality, religion, gender, gender identity, sexual preference, age or disability.
g. Violate any laws through the Afrobook Services, including without limitation all local laws regarding online conduct and acceptable content.
h. Violate, attempt to violate or otherwise fail to comply with any of the Afrobook Terms.
i. Access or use the Afrobook Services for benchmarking or similar competitive analysis
purposes or in order to build a competitive product or service.
j. Change, translate or otherwise create derivative works of the Afrobook Services, other users’ content, or End User Content (without permission).
2.3 Your User Platform is your Responsibility
You understand and agree that your User Platform and End Users are your responsibility, and you are solely responsible for compliance with any laws or regulations related to them. Afrobook is not liable for and won’t provide you with any legal advice regarding your User Platform and End Users.
You will ensure that you have appropriate and lawful terms and conditions, privacy, and cookies policies (together, the “End User Terms”) in place on the User Platform and will ensure your End Users read, understand and agree to such End User Terms before accessing the User Platform.
You will ensure that the End User Terms are consistent with these Afrobook Terms and all applicable laws and regulations.
You will be responsible for ensuring that End Users’ personal data is processed in accordance with all applicable data protection laws and these Afrobook Terms. You will obtain any and all consents and permissions from End Users required by Afrobook to provide the Afrobook Services.
You will ensure that your End User Terms contain a notice and takedown procedure that is compliant with the Digital Millennium Copyright Act (or equivalent legislation in your jurisdiction).
Upon request from Afrobook, you will provide Afrobook with a copy of your End User Terms. Afrobook, in its absolute discretion, may require you to make certain amendments to your End User Terms. You must make any such amendments requested by Afrobook as soon as reasonably practicable following such request.
Failure to comply with this clause 2.3 will constitute a material breach of these Afrobook Terms.
3.0 Your Content and End User Content
“Intellectual Property Rights” means all copyright and other intellectual property rights in any media including patents, trademarks, trade names, domain names, design rights, database rights, and all rights in the nature of unfair competition rights or rights to sue for passing off and all renewals, revivals and extensions thereof throughout the world.
You retain all Intellectual Property Rights in and to Your Content.
You grant Afrobook a non-exclusive, worldwide, royalty-free licence to:
(i) use Your Content to provide the Afrobook Services. This includes accessing, copying, uploading to our infrastructure, making backups of, making available, and carrying out other technical tasks in relation to Your Content to allow your End Users to access it;
(ii) use, modify, and create derivative works from Your Content strictly for the purposes of advertising and promoting your User Platform and the Afrobook Services (both online and offline). You waive your moral rights in Your Content for this specific purpose;
(iii) use and analyse anonymised, aggregated data from your User Platform to monitor and improve the Afrobook Services and provide insights to you and other users of the Afrobook Services.
The Afrobook Services and Assets
4.0 The Afrobook Services and Assets
4.1 Ownership and License
“Afrobook Assets” means any assets, modules, themes, tools and templates that Afrobook makes available to you via the Afrobook Services which can be integrated with Your Content and incorporated into and customised for use in a User Platform.
All rights, title and interest in and to the Afrobook Services, the Afrobook Assets, each User Platform (including any content on such platforms (excluding Your Content and End User Content)) and all Intellectual Property Rights therein shall belong exclusively to Afrobook. You agree not to change, translate or otherwise create derivative works from the Afrobook Services, Afrobook Assets or other users’ content.
The Afrobook Terms do not convey any right or interest in or to Afrobook’s Intellectual Property Rights, except only for the limited licence expressly granted below. Nothing in the Afrobook Terms constitutes an assignment or waiver of Afrobook’s Intellectual Property Rights under any law.
Subject to your full compliance with the Afrobook Terms and timely payment of all applicable Fees, Afrobook hereby grants you, upon creating your User Platform and for as long as Afrobook provides you with the Afrobook Services, a non-exclusive, non-transferable, non-sub-licensable, fully revocable, limited licence to use the Afrobook Services and Afrobook Assets for the purposes of generating and displaying your User Platform to End Users and any e-commerce conducted therein, solely as expressly permitted under the Afrobook Terms, and solely within the Afrobook Services.
4.2 We welcome your feedback and can use it for free
Afrobook is happy to engage with you about the product and Afrobook Services and receive your comments, feedback and feature suggestions (“Feedback”). If you provide us with any Feedback which is or may be subject to any Intellectual Property Rights, such feedback shall be exclusively owned by Afrobook.
By providing Feedback to Afrobook, you acknowledge and agree that this may be used by Afrobook in order to further develop or customise the Afrobook Services. You agree that Afrobook may contact you to discuss the Feedback.
You warrant and represent the Feedback is accurate, complete and does not infringe the rights of any third party.
To the extent that the Feedback does not vest in Afrobook, in consideration of the sum of £1 (the receipt and sufficiency of which you expressly acknowledge), you hereby assign to Afrobook absolutely with full title guarantee all present and future right, title and interest in and to the Feedback and any connected Intellectual Property Rights. You explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights or any similar rights worldwide in or to the Feedback.
5.0 Our Rights, Responsibilities and Obligations
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you
5.1 Afrobook Services
a. We may change parts or all of the Afrobook Services and their functionality.
b. We may suspend or discontinue parts or all of the Afrobook Services at any time.
c. We may terminate, suspend, restrict or disable your access to or use of parts or all of the Afrobook Services.
d. We may terminate, suspend, restrict, or disable your access to your Account, the Afrobook Services or parts, some or all of your User Platform, in order to protect the Afrobook Services, other customers, or other users of the Afrobook Services.
e. We may change the eligibility criteria to use the Afrobook Services.
f. We may remove content which breaches our acceptable use guidelines, see 2.2.
g. Before doing any of the acts described in clause 5.1a and 5.1b, and to the extent required by Schedule 1, Afrobook will give you reasonable notice where possible and whenever practicable will agree with you when the Afrobook Services will be suspended.
5.2 Ownership Disputes
We may in our sole discretion determine the rightful Account holder or User Platform ownership and
transfer an Account or User Platform to such owner.
5.3 Service Levels
Afrobook will provide the Afrobook Services with reasonable care and skill and in a timely and professional manner, in accordance with the Service Levels set out at Schedule 1 of this Agreement.
6.2 Data Protection
“Customer Personal Data” means personal data which is processed by Afrobook in connection with the provision of the Afrobook Services which are the subject of these Afrobook Terms which include any personal data of End Users, where applicable.
“Data Protection Laws” means all applicable laws and regulations relating to the processing of personal data, data security and privacy including, without limitation, the General Data Protection Regulation (2016/679), and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
For the purposes of the Data Protection Laws, you acknowledge that you are a data controller in respect of the Customer Personal Data and Afrobook is a data processor. You agree to comply, and ensure continued compliance, with the Data Protection Laws in connection with your processing of the Customer Personal Data.
To the extent that Afrobook is a data processor of any Customer Personal Data, Afrobook agrees to:
a. only process Customer Personal Data for the purposes of performing the Afrobook Services and only to the extent required to perform the Afrobook Services;
b. process such Customer Personal Data only in accordance with your instructions from time to time and not to process the Customer Personal Data for any purpose other than those expressly authorized by you, save as otherwise required by the Data Protection Laws (in which case we will inform you prior to such processing);
c. ensures that Afrobook’s employees, agents and/or sub processors authorized to process Customer Personal Data have committed themselves to confidentiality with respect to the Customer Personal Data;
d. implement appropriate technical and organizational measures to safeguard such Customer Personal Data, which shall meet the requirements of the GDPR (Article 32). You acknowledge and agree that you have knowledge of and have reviewed these measures and are responsible for ensuring that they provide an appropriate level of protection to the risks of Customer Personal Data to be processed (Afrobook may improve these measures from time to time);
e. only appoint a third party sub processor to process Customer Personal data if Afrobook: (i) enters into a written contract with the sub processor on terms which comply with the Data Protection Laws; (ii) informs you and gives you the opportunity to object to the addition or replacement of any sub processor; and (iii) remains fully liable to you for the performance of the sub processor’s obligations where a sub processor fails to fulfil its data protection obligations;
f. provide commercially reasonable assistance to you in responding to a request from a data subject to exercise the data subject’s right of access, right to rectification, restriction of processing, erasure, data portability, object to the processing or his/her rights not to be subject to automated individual decision making. To the extent legally permitted, you will be responsible for any costs arising from Afrobook’s provision of such assistance;
g. Afrobook will notify you without undue delay after becoming aware of a personal data breach and provide commercially reasonable assistance to you in connection with your third-party notification and communication obligations under the GDPR, taking into account the nature of the Customer Personal Data processing and the information available to you. To the extent legally permitted, you will be responsible for any costs arising from Afrobook’s provision of such assistance. You acknowledge and agree that you are solely responsible for the fulfilment of any third-party notification and communication obligations under the GDPR;
h. provides commercially reasonable assistance to you in connection with your obligations under the GDPR to carry out a data protection impact assessment (and, where required by the Data Protection Laws, consulting with the relevant supervisory authority in respect of any such data protection impact assessment). To the extent legally permitted, you will be responsible for any costs arising from Afrobook’s provision of such assistance; and
i. make available to you all information necessary to demonstrate compliance with the obligations set out in this clause 6.2. Where you request to conduct an audit, or an inspection, Afrobook will use an external auditor to demonstrate its compliance with the obligations set out in this clause 6.2. Such audit or inspection shall be carried out by a third-party auditor at the selection and expense of Afrobook. The auditor’s report will be provided to you on your written request. Afrobook will immediately notify you if, in our opinion, an instruction from you on the processing of Customer Personal Data infringes the Data Protection Laws. However, Afrobook will not be obliged to actively monitor such instructions for infringements of the Data Protection Laws.
You warrant and represent that you will:
a. complies and will procure that your officers, employees, agents and suppliers will comply at all times with all Data Protection Laws;
b. maintains in force, and display on the User Platform, End User Terms outlining the basis on which you collect and otherwise process and permit third party service providers (such as, but without limitation, Afrobook and third-party payment providers) to collect and otherwise process personal data. You agree at all times to abide by such End User Terms;
c. in a form acceptable to Afrobook, disclose within the End User Terms that you have retained Afrobook to provide the Afrobook Services and include a link to Afrobook’s current privacy and cookies policy; and
d. uses all reasonable endeavors to ensure that End Users are given clear and comprehensive information about (and, where applicable, that they consent to) the collection and processing of personal data in the manner permitted by these Afrobook Terms.
Afrobook will not be liable for any claim brought by a data subject arising from any action or omission by Afrobook, to the extent that such action or omission resulted directly from your instructions. You will indemnify, defend and hold Afrobook harmless from and against all claims, proceedings (including by a competent data protection authority), damages, costs, expenses (including, without limitation, reasonable attorneys’ fees) and liabilities arising from or relating to any breach by you of this clause.
6.3 Data Sharing
You agree that we may protect and improve the Afrobook Services through analysis of your use of the Afrobook Services, your End Users’ use of the User Platform and Afrobook Services and/or analysis of your End Users’ anonymized, pseudonymized, and de-personalized information.
Where requested by you, we may protect and improve the Afrobook Services by directly contacting your End Users to discuss their experience of the Afrobook Services.
7.1 Paid Afrobook Services
Certain tiers and features of the Afrobook Services are only available to paying customers (“Paid Afrobook Services”). Afrobook offers its Paid Afrobook Services on an ‘off the shelf’ subscription basis. Details of all Afrobook subscriptions are available on the Afrobook Website. Alternatively, Afrobook may offer Paid Afrobook Services in accordance with unique terms agreed between you and Afrobook in a ‘Key Terms’ document.
“Bespoke Fees” means the fees set out in the Key Terms document agreed between you and Afrobook, if applicable.
“Fees” means either the Bespoke Fees or the Subscription Fees, as applicable.
“Subscription Fees” means the fees applicable with respect to the tier and/or features of the subscription you select for your Account, if applicable.
“Subscription Period” means the period of time during which you are entitled to access the Paid Afrobook Services.
In consideration of the provision of the Afrobook Services by Afrobook, you will pay the Fees in advance to Afrobook in accordance with the Afrobook Terms.
The Paid Afrobook Services operate on an auto-renewal basis. Subscriptions will automatically renew at the end of the applicable Subscription Period for a renewal period equal in time to the original Subscription Period. If your Subscription Period is 12 months or longer, Afrobook will try to provide you will at least 30 days’ notice before processing your renewal. You may turn off auto-renewal or cancel your subscription to the Paid Afrobook Services at any time by contacting Afrobook at the following address: firstname.lastname@example.org.
By submitting your payment information and agreeing to receive the Paid Afrobook Services, you authorize Afrobook to automatically collect Fees from you at the start of each Subscription Period using the billing information provided by you to us when setting up your Account (as updated by you from time to time, your “Billing Information”). Afrobook will attempt to charge you the applicable Fees using the payment method you provide in your Billing Information within two weeks before the end of the current Subscription Period.
Your access to the Paid Afrobook Services will continue until your subscription is cancelled or terminated in accordance with these Afrobook Terms.
Afrobook may change the Subscription Fees at any time. If a change to the Subscription Fees affects your existing subscription, we will give you 30 days’ notice of such change and the opportunity to cancel your subscription. New Subscription Fees will not apply retroactively.
New features developed and/or released will not automatically be included in existing pricing plans. In addition to the Fees, Afrobook reserves the right to charge additional subscription fees, transaction fees and/or additional fees depending on the scope of services supplied to you, provided such additional fees are agreed in advance with you.
If you use Paid Afrobook Services on the basis of a temporary trial, discount, or promotional offer (“Trial”), your Account will be automatically converted to the full price plan applicable to the tier and features of your Trial when the Trial period expires.
All Fees will be in GBP unless otherwise stated.
All sums due under the Afrobook Terms are expressed exclusive of Sales tax (and/or any other applicable sales tax). You will pay the Sales tax (and/or any other applicable sales tax) thereon at the rate and in the manner prescribed by law, from time to time.
You are responsible and should check for any additional fees you may be charged by third parties in connection with your subscription or its renewal (such as international transaction fees, currency exchange fees, and bank or credit card fees).
All sums due under the Afrobook Terms will be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by applicable law).
Afrobook will issue an invoice or credit memo for any Fees paid by you or any refund made by Afrobook. Invoices will be issued in electronic form and based on your Billing Information and will be made available through your Account or via email.
7.3 Payment Methods
The default payment method for the Paid Afrobook Services is a credit card or debit card. If you wish to pay by another method, please contact our support team to discuss, but we may not be able to support this request.
7.4 Declined Payments, Chargebacks, and Rejections
If, when collecting Fees using your Billing Information, your payment method is declined or we receive a chargeback or other rejection, Afrobook may: (i) try to collect the Fees at a later time; (ii) suspend your account; (iii) disable your account; or (iv) terminate your Account, without further notice. You will not be able to access the Paid Afrobook Services until you re-subscribe and pay any applicable outstanding balance and any fees and/or costs incurred by Afrobook in relation to the declined payment, chargeback, or rejection. If you have any questions or concerns regarding any payment made to Afrobook, before initiating a chargeback you must first contact Afrobook at the following address: email@example.com. This will help all parties avoid a suspension/cancellation of your Account and incurring unnecessary fees and costs. We reserve the right to dispute any chargeback we receive, including providing the financial institution with any relevant information and/or documentation, proving you did in fact authorise the transaction and make use of the Paid Afrobook Services.
You may cancel your subscription in accordance with the cancellation terms below. However, any
refund will be at Afrobook’s sole discretion (unless required by applicable law).
7.6 Payment Processor
We use a third-party payment processor to handle payment of the Fees (“Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Afrobook Terms.
We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes in relation to the collection of the Fees, even if payment has already been requested or received.
8.0 Cancellation and Termination
8.1 Cancellation by You
You may stop using the Afrobook Services and request to cancel your Account at any time, in accordance with the instructions available on the Afrobook Services. The effective date and time of such cancellations shall be the day and time on which you have completed the cancellation process on the Afrobook Services.
The effective date and time for the cancellation of Paid Afrobook Services shall be 23:59 on the final day of the Subscription Period in which you cancelled your Account, regardless of the actual time and date of such cancellation.
For automatically renewing subscriptions to Paid Afrobook Services, the subscription will be discontinued only upon the expiration of the applicable Subscription Period for which you have already made payment.
8.2 Termination by Us
Afrobook may change, suspend, discontinue, terminate, restrict, or disable your use of or access to parts or all of the Afrobook Services or their functionality at any time at our sole discretion and without notice.
Key reasons for us exercising our termination rights under this clause are:
• Material failure to comply with these Afrobook Terms;
• Failure to comply with the Acceptable Use Guidelines at clause 2.2; and
• Declined payments, chargebacks, rejections and any failure to pay any Bespoke Fees due.
We will try to provide you with advance notice when we are exercising this right.
9.0 Content on the Afrobook Service
You shall not infringe any Intellectual Property Rights of Afrobook or third parties. Use of the Afrobook Services is allowed only for the agreed and intended purpose in compliance with these Afrobook Terms. You must ensure that you have all necessary rights to upload and make available Your Content. Your Content on the User Platform is your responsibility, and Afrobook accepts no responsibility or liability regarding it.
Afrobook warrants, represents and undertakes that your use of Afrobook Services in accordance with this agreement shall not, to the best of its knowledge, infringe any third-party rights including Intellectual Property Rights and rights of privacy.
9.3 Breach of guidelines
We will not tolerate breaches of our Acceptable Use Guidelines (clause 2.2). We reserve the right to delete or disable any content alleged to be in breach of the Guidelines. We also reserve the right to suspend, restrict or terminate the Accounts of repeat offenders.
11.0 Limitation of Liability
Nothing in these Afrobook Terms will limit or exclude either party’s liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.
To the maximum extent permitted by applicable law, Afrobook shall not be liable to you, End Users or any other third party for any loss of profits, business, contracts, revenue, goodwill or reputation, or any loss or corruption of data, any inability to use the Afrobook Services, any consequential, incidental, punitive or special loss or damage whatsoever, whether or not such loss or damage arises directly or indirectly and regardless of the form of action, whether in contract or tort including negligence or any other legal theory, and even if either party was aware of the possibility of such loss or damage.
Except for the warranties and conditions expressly contained or referred to in these Afrobook Terms, Afrobook makes no other warranties or representations regarding the Afrobook Services, the Afrobook Assets or the User Platform. All warranties, conditions and other terms, express or implied, statutory or otherwise, which are not expressly set out in these Afrobook Terms are excluded to the fullest extent permitted by applicable law.
Afrobook is not responsible for any disclosure, modification or deletion of Your Content, Customer Personal Data, data or information, or for any corresponding losses or damages you may suffer, as a result of access by a third-party service or a third party services provider to Your Content, Customer Personal Data, your data or information.
Customer will not bring any claim or demand arising out of your use of a third-party service or your relationship with a third party services provider against Afrobook and (as applicable) Afrobook’s parent company, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers.
You acknowledge that you use the Afrobook Services and at your own risk. We continually work to develop and improve the Afrobook platform and Afrobook Services. We may release features that are still in the ‘beta’ or testing/evaluation stage. Access to the Afrobook Services is made available on an ‘as is’ basis and Afrobook shall not be liable for the unavailability of the services or any fault, defect or error in the same.
The total aggregate liability of Afrobook under these Afrobook Terms shall not exceed an amount equal to the total fees paid by you to Afrobook in the preceding twelve (12) month period under these Afrobook Terms.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Afrobook, its affiliates, and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) arising out of or related to:
a. Your breach of these Afrobook Terms;
b. Your Content, your User Platform(s), and any e-commerce you conduct on your User Platform(s);
c. Any claims by, on behalf of, or against, your End Users and your violation of any law or regulation or the rights of any third party; and
e. any claims from tax authorities in any country in relation to any e-commerce operations on your User Platform(s), including without limitation your sales to individual End Users (including distance sales) and other operations for which Afrobook may be held jointly and severally liable.
Your indemnification obligations under this clause shall not apply to the extent directly caused by our breach of this Agreement.
13.0 Release and waiver
Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in these Afrobook Terms by the other without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
No single or partial exercise, or failure or delay in exercising any right, power or remedy by one party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Afrobook Terms or otherwise.
14.0 Third Party Services
“Third Party Services” means the third-party services, applications, features, software or websites which Afrobook may integrate into the Afrobook Services and make available for integration into your User Platform(s).
You acknowledge and accept that Afrobook is not processing or storing any payment card details of End Users in connection with the User Platform. Any and all payments accepted by or on behalf of you through or via your User Platform(s) are the sole responsibility of you and the Payment Processor.
If you request or authorise Afrobook to integrate or enable a Third-Party Service in relation to your User Platform, you grant Afrobook permission to permit the applicable Third-Party Service provider to access Your Content, your data and information and to take any other actions as required for the integration of the Third-Party Service with the User Platform. Any other exchange of data or interaction between you and the Third-Party Service provider is solely between you and such Third-Party Service provider.
Afrobook provides no warranties in respect of Third-Party Services. You acknowledge that Afrobook has no control over Third Party Services and shall not be responsible or liable to you, End Users or any third party for such Third-Party Services. The integration or enabling of such Third-Party Services within your User Platform(s) or the Afrobook Services generally, or the availability of Third Party Services on the Afrobook Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Afrobook. It is your responsibility to seek professional advice before using or relying on Third Party Services, to ensure that they are appropriate.
You may, from time to time, request Afrobook to provide certain integration services to facilitate the integration of a nominated Third-Party Service into the User Platform on your behalf. If Afrobook accepts such request (which it may in its discretion refuse), it shall use reasonable commercial endeavors to perform such integration services within any timeframe agreed in writing between the parties. Without limiting the other provisions of these Afrobook Terms, the supply of integration services may be subject to further fees (as set out in the Key Terms). The parties agree that any performance timescales specified by Afrobook shall be estimates only and time shall not be of the essence for the performance of the Afrobook Services.
Any notice or other communication to be given or served in connection with these Afrobook Terms will, unless specified otherwise, be in writing and be delivered by email.
A notice or other communication is deemed to be given or served on the date it is sent.
“Confidential Information” means information in whatever form relating to the business, affairs and finances of a party or any of its group companies for the time that it is confidential to such party or its group companies.
Each party acknowledges that during the performance of this agreement it will have access to certain Confidential Information belonging to the other party that may be confidential or proprietary in nature and derives value from the same.
Confidential Information will include any and all information disclosed by the party disclosing Confidential Information (the “Disclosing Party”) to the other party ( the “Receiving Party”) in connection with this agreement that is valuable owing to its confidential nature, and that is subject to reasonable efforts by the Disclosing Party to maintain its secrecy, including, but not limited to: deliverables, technical, engineering, scientific, financial, commercial and business information, including the terms of this agreement, data of a party or its customer, systems, software, designs, inventions, know-how, ideas, studies, hypotheses, results, samples, illustrations, plans, charts, graphs, photographs, reports, letters, specifications, manuals, tables, formulae, methods, operating and testing techniques, customer lists, pricing information, technical solutions, business or marketing strategies or plans, trade secrets, or other terms, methodologies, and other sensitive information of the Disclosing Party.
Confidential Information will not include:
a. information already known to or independently developed by the Receiving Party with no reference to Confidential Information;
b. information which is or becomes known to the public through no fault, action or omission of the Receiving Party;
c. information lawfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or
d. information which is required by law or order of a competent judicial authority to be revealed, provided that the Receiving Party provides the Disclosing Party with immediate written notice of any such required disclosure in order to allow the Disclosing Party the opportunity to take legal or other action to prevent such disclosure.
The Receiving Party will not disclose directly or indirectly any Confidential Information to third parties except to its officers, directors, agents, sub-contractors, affiliates and assigns on a need- to-know basis, provided such parties have executed appropriate written agreements sufficient to enable it to comply with its confidentiality obligations under this clause.
17.0 General Terms
a. The parties are independent contractors and nothing in these Afrobook Terms will be construed to create a partnership, joint venture, fiduciary, agency, representative, or affiliate relationship between the parties.
b. Each party is responsible for the supervision, management and direction of its own employees. Each party is responsible for any compensation payments to its employees and for any injuries suffered by them in the course of their employment and neither party will be responsible for the supervision, management and direction of the employees of the other party.
c. Termination of your Account will not affect rights and obligations which have accrued at the time of termination.
d. Party will employ industry-standard security measures to protect the Confidential Clauses 4.0, 10.0, 11.0, 12.0, 13.0, 16.0 and 17.0 will survive termination or cancellation.
e. Afrobook may use sub-contractors to provide any of the Afrobook Services and/or Afrobook’s obligations pursuant to these Afrobook Terms provided that Afrobook remains responsible for the acts, omissions and defaults of its sub-contractors.
f. Afrobook may perform all or any of its obligations under this agreement through its group companies, affiliates, agents or contractors as it sees fit and in its sole discretion.
g. If any provision of these Afrobook Terms is held by a court, other judicial body or competent authority to be invalid, illegal or unenforceable for any reason the remaining provisions will continue in full force and effect and the parties will use best endeavors, if necessary, to substitute the invalid or unenforceable provision with an appropriate provision which is valid and enforceable, and which gives effect to the intention of the substituted provision as closely as possible.
h. The construction, validity and performance of these Afrobook Terms will be governed by and construed in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales over any claim, matter or dispute arising under or in connection with these Afrobook Terms or the legal relationships established under them.
Schedule 1 Service Level Agreement
In this Schedule, “Incidents” may include a failure, fault, bug, error, malfunction, virus or Trojan, unauthorized systems access, functionality or process degradation and any other incidents for which Afrobook has a responsibility in accordance with these Afrobook Terms.
Afrobook will use its reasonable commercial endeavors to ensure that the Afrobook Services shall be available to you and any of your employees or agent staff, a minimum of 99.95% of the time 24hours a day, 7 days a week. Afrobook may also undertake emergency maintenance on the User Platform in the event they are experiencing issues which cause loss, unavailability or restriction of its functionality or other reasonable situations. Such maintenance may need to be undertaken at any time and we will try to provide you with as much notice as possible.
Afrobook will respond to you in respect of any Incident within one hour of being notified of such Incident by you in writing during 09:00am – 18:00pm Central Day Time. To the extent that Afrobook is notified of an Incident outside of these hours, then Afrobook shall respond within one hour from 09:00am on the next operational day.
Once notified of an Incident in accordance with the notification procedure above, Afrobook will use its reasonable commercial endeavors to remedy any such Incident as soon as reasonably practicable having due regard to the severity of the applicable Incident.