Terms and Condition

1.INTRODUCTION
1.1. These Terms and Conditions (these “Terms”) represent an agreement between you and Roppi Technology Ltd (“Roppi”) and contain the terms and conditions governing your use of and access to our website/mobile application and all affiliated websites/mobile applications owned and operated by us (collectively, the “Website”) and our products and services (together with the Website, the “Services”).
1.2.
“You” and “your” mean the person who uses or accesses the Services. “Roppi”, “we”, “us” and “our” mean Roppi and its successors, affiliates and assignees. As used in these Terms, “Roppi Account” means the account you have with us for the Services.
1.3. Your use of and access to the Services are always subject to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read and understood these Term, and that you agree to be bound by these Terms. If you do not agree to all the terms and conditions of these Terms, do not use or access the Services in any manner.
2.OUR DETAILS
2.1.
The Website, www.roppi.com and the Roppi Mobile Application are operated by Roppi Technology Ltd. We are registered under the laws of the Federal republic of Nigeria under company number 1828011 and have our head office at 43/9c AYINDE akinmade street LEKKI phase 1.
2.2.To contact us, please email [xxx] or call our customer service line on [xxx]
3.OTHER APPLICABLE TERMS
Further to your access or use of the Services, you may be subject to additional terms, rules, policies, and conditions that are posted on the Website, including, but not limited to, our Privacy Policy (see further under clause 15 (Your Personal Information)), our Cookie Policy, terms and conditions for our promotions, referral or rewards programs, which are hereby incorporated by reference into these Terms. In the event of a conflict between any Additional Terms and these Terms, these Terms will prevail.
4.CHANGES TO THESE TERMS
4.1.
We amend these Terms from time to time. Every time you wish to use our Website, please check these terms to ensure you understand the terms that apply at that time.
5.CHANGES TO OUR WEBSITE OR MOBILE APPLICATION
5.1.
We may update and change our Website or Mobile Application from time to time to reflect changes to our Services, our users' needs and our business priorities.
6.SUSPENSION OR WITHDRAWAL OF OUR WEBSITE
6.1.Our Website is made available free of charge.
6.2. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
7.ASSIGNMENT AND TRANSFERS
7.1.We may transfer our rights and obligations under these Terms to another. We will notify you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
7.2.You may not transfer, assign, or delegate your rights or obligations under these Terms or your Roppi Account in any way (by operation of law or otherwise) without our prior written consent.
8.TARGETED USERS
8.1.Our site is directed at people residing in the Federal Republic of Nigeria. We do not represent that content available on or through our Website is appropriate for use or available in other locations.
9. YOUR Roppi ACCOUNT
9.1 Requirements to use the Services

To use the Services, you must

i. register and open an account with us on the Website;

ii. provide all information requested by us, such as your name, email address, mobile number, address and such other information as we may request from time to time (collectively,"User Information").

You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Roppi Account. .

9.2 Verification of Information

To enable us to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation that helps us to provide the Services. We reserve the right to perform due diligence checks on Roppi users. The information you provide us is subject to our Privacy Policy [insert link].

9.3 Account Details

You must treat the details of your Roppi Account as confidential. This includes details such as a username, identification code, password or any other piece of information provided as part of our security procedures. You must not disclose such details to any third party.

We have the right to disable any username, identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

If you know or suspect that anyone other than you knows your username, identification code or password, or has otherwise gained access to your Roppi Account, you must promptly notify us at [insert email]. In order to take any action, you will need to provide certain User Information so we can verify your identity.

9.4 Closing your Roppi Account

You may stop using the Services, close your Roppi Account, and cancel these Terms at any time by contacting us at [insert email] and providing sufficient information for us to verify your identity. You may also close your Roppi Account via the Website or Mobile Application.

Notwithstanding the foregoing, if there are any pending transactions relating to your Roppi Account when we receive your termination notice, we will close your Roppi Account promptly after such transactions are completed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms prior to termination.

This clause 9.4 shall survive termination of these Terms.

10.OUR SERVICES

The purpose of the Services is to leverage technology to grant you easy access to products and services. The Services include access to household products, local stores, local malls, local pharmacies, local restaurants, delivery services, car hire services, and other related services.

Some features may be limited depending on your location and based on the information you have provided. Roppi reserves the right to make any changes to the Services, including those which are necessary to comply with any applicable law or regulations. Roppi shall make every effort to deliver products and services listed on the Website and Mobile Application within the estimated timescales, however, delays are occasionally unavoidable due to unforeseen circumstances. Roppi shall not be liable for any delay or failure to deliver products within the estimated timescales.

You agree not to hold Roppi liable for any delay or failure to deliver products or otherwise perform any obligation as specified in these Terms if the same is wholly or partly caused whether directly or indirectly by circumstances beyond our reasonable control.

10.1 Courier Services, Car Hire Service and other Logistic Services

Car Hire Services

Roppi offers a platform that enables users to arrange and schedule transportation with independent third-party drivers, including third-party transportation providers. Transport services are provided by third-party drivers on an independent basis under a service contract with use, as a Roppi  service.

A user enters into a contract with a driver for the provision of transport services via the Website or Mobile Application, with payment made to the driver either in cash or via any of other payment modes made available on the Website or the Mobile Application provided by drivers on an independent basis

Courier Services

Roppi provides package delivery and logistics services to its users. Roppi shall endeavor to collect and deliver packages with minimal hassle to our users. Roppi will only attempt to collect and deliver a package during normal working hours. Users shall ensure that a recipient is available at the delivery point to accept the package and provide delivery receipt. If Roppi  is unable to contact the recipient and cannot obtain a delivery receipt, you agree that Roppi shall be authorised to attempt to:

1. deliver the package and/or obtain the delivery receipt from an alternative address close to the delivery point;

2. deliver the package to a safe location at the delivery point; and if successful, Roppi shall leave details of the address or safe location where the package was delivered at the delivery point.

If Roppi is unable to deliver to the delivery point, a nearby address or safe location, Roppi shall return the package to a designated location and leave a message or request for the delivery recipient to contact us to make alternative delivery arrangements to the delivery point. If the delivery recipient does not contact us to arrange alternative delivery within 7 days, the package shall be returned to the collection point at your cost.

In addition, save for a simple hand-off of the package, Roppi shall be under no obligation to provide any equipment or labour for loading or unloading a package. Where such equipment is not available and a rider agrees to load or unload the package without the equipment, Roppi shall be under no liability or obligation to you for any damage caused to the package. In addition, you agree to indemnify and hold us harmless against any claim or demand from any third party arising out of the loading or unloading of a package in these circumstances. You are encouraged to properly pack your product to prevent damage to the product as much as is possible.

Roppi reserves the right to refuse the collection and delivery of any package that is reasonably, believed to be unsafe, hazardous, harmful or is in violation with applicable law and regulation. You agree that you shall provide accurate and complete information to enable us collect and deliver packages, including all necessary information regarding the package to be delivered. You shall co-operate with our riders and provide access to your location as reasonably required in the provision of the Services. You shall be responsible for ensuring that the premises are free of any materials that pose a health and safety risk to the rider.

You agree that Roppi shall not be required and that you shall not cause our riders to carry any package against our company policy or any illegal or unlawful package that violates the laws of the Federal Republic of Nigeria, including livestock, gasses, pyrotechnics, arms, ammunitions, corrosive, prohibited drugs, toxic, flammable, explosive, oxidising or radioactive materials. You agree that should you do this, you will indemnify Roppi against any losses and/or damage that we may suffer as a consequence.

In the event that a package is not delivered to the delivery point or is not delivered in good condition, you are to report any damaged/missing/lost items by contacting us at [insert email] or on [insert number], and we shall use our best endeavours to resolve the matter and connect you to the right authority to investigate damage to or loss of your package.

We do not make any representations, warranties or guarantees that the Services are appropriate for you.

10.2 Access to HouseHold Products

Roppi provides certain goods for sale to its users (Roppi Services). The sale of products under Roppi services  is between you and Roppi. Both parties agree that products listed under Roppi Services do not constitute an offer to sell but rather an invitation to treat. Parties agree that users make an offer to buy by selecting items they intend to purchase and complete the checkout process, including paying for the products.

Both parties agree that the offer is accepted by Roppi when we dispatch the product to you and inform you by email or phone of the dispatch of your products.

Where an order cannot be processed for any reason, we receive the right to refuse or cancel the order at any given time (whether the order has been confirmed or not) and we will process a full refund where you have already paid for the order.

10.3 Access to Local Shops, Malls, Pharmacies, Restaurants and Hotels

Roppi partners with local shops, supermarkets, malls, pharmacies, restaurants, hotels and other service merchants (“Partner Stores”) for the provision of relevant products and services to you. By placing an order through our Website or Mobile Application, you enter into an agreement with Roppi for the processing of that order and forwarding to the participating Partner Store. Partner Stores are responsible for the preparation and quality of your order.

10.4 Dispute with Partner Stores

If you are unsatisfied with any products or services that you have purchased using our Services, you should contact the Partner Store with your complaint. If a dispute arises between you and a Partner Store, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction. However, if you are unable to resolve the matter with the Partner Store, you may file a complaint against the Partner Store by contacting us using the details provided in clause 2 (Our Details).

10.5 Promotional Activity

We may issue vouchers or gift cards pursuant to a promotional activity. Such vouchers and gift cards shall be subject to the terms and conditions of the promotion. Vouchers or gift cards may be used within the period specified in the terms and conditions of the promotion.

We reserve the right to cancel any promotions without cause, including if you close your Roppi Account.

10.6 Restrictions on the Services

The Services may be used for both personal and commercial use. Your use of the Services must comply with all applicable law.

Commercial Users

For commercial users, we exclude all implied conditions, warranties, representations or other terms that may apply to the Website/Mobile Application or any content on it, save for those expressly provided for in these Terms. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with your use of, or inability to use our Website/mobile application; or use of or in reliance on any content displayed on our Website/Mobile Application. We will not be liable for loss of profits, sales, business or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, or any indirect or consequential loss or damage.

Personal Users

We are not responsible if you use the Services in any manner that violates applicable law.We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

General Provisions

You agree not to authorise any other person or entity to use your Roppi Acount login details (username and password) or mobile device to access the Services. You are solely responsible for the maintenance, confidentiality, and security of your username, password, and other User Information. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorized or performed using your username and password or mobile device, whether authorized or unauthorized by you.

Except as otherwise expressly stated in these Terms or required by applicable law, we are not responsible for any losses arising out of the loss or theft of your User Information or your mobile device or from unauthorized or fraudulent transactions associated with your bank account, your credit/debit card or your Roppi Account. If you suspect or become aware of any unauthorised activity or access to your username, password, or mobile device, you must contact us immediately as provided in clause 2 (Our Details).

We offer the Services and the features, information, materials, and content provided and depicted through the Services (collectively, "Content") solely for your use for the purposes described therein and in these Terms. All other uses are prohibited. You may not restrict or inhibit any other person from using or enjoying the Services or Content.

10.7 Disclaimers

To the fullest extent permitted by applicable law and except as otherwise expressly provided in these Terms, you expressly understand and agree that your use of the Services and all Content (including that of third parties) included in or accessible from the Services is at your sole risk.

The Services are provided ‘as is’ and ‘as available’ without any warranty of any kind. To the maximum extent permitted by law, we and our third-party service providers expressly disclaim any and all conditions, representations and warranties of any kind as to the Services and all information, products and other content (including that of their parties) included or accessible from the Services, whether express, implied, statutory or otherwise, including but not limited to, any warranty of merchantability, fitness for a particular purpose and non-infringement.

11.ELECTRONIC SIGNATURES AND COMMUNICATION
11.1 Consent

To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications and other items for all Services provided to you under these Terms and in connection with your relationship with is (collectively, “Communications”) that we may otherwise be required to send or provide to you in paper form.

To use the Services, you must provide and verify your mobile device number or other text message address to us, and you must expressly consent to receive text messages relating to the Services at that number or address. Third-party data and message fees may apply. To verify your mobile device number or text message address, we may send you a code via text message to the mobile device number or text message address you provide, and you must enter that code as instructed by us.

If you change your mobile device number or text message address, you must promptly provide and verify your new mobile device number or text message address. In addition, if you provide your email address to us, we may send you important notices via email about the Services.

You may print and save and/or electronically store a copy of all Communications that we send to you.

By accepting and agreeing to these Terms electronically, you represent that:

1. you have read and understood this consent to use electronic signatures and to receive Communications electronically;

2. you satisfy the minimum hardware and software requirements specified above; and

3. Your consent will remain in effect until you withdraw your consent as specified below.

You may withdraw your consent to receive further Communications electronically at any time by contacting us at the details provided in clause (Our Details). If you withdraw your consent to receive Communications electronically, we will close your Roppi Account as set forth in these Terms, and you will no longer be able to use your Roppi Account or the Services, except as expressly provided in these Terms.

Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

Any contact details provided by you shall be subject to our Privacy Policy.

11.2 Changes to our Communications Policy

We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms on the Website or delivering notice of such termination or change electronically.

12.CONTENT ON OUR WEBSITE

We are the owner or the licensee of all intellectual property rights on our Website, and in the Content published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

Except as expressly provided by these Terms or with our prior written consent, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit any Content in any form by any means. Particularly, without limiting the foregoing, you agree not to or to allow a third party to:

1. take any action that we determine imposes or may impose an unreasonable or a disproportionately large load on the Services or our infrastructure

2. utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services

3. reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services or Content

4. modify the Services or Content or create any derivative product from the Services or Content

5. use the Services or Content in any way that is illegal, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable

6. attempt, in any manner, to obtain the username, password, account, or other security information from any other user of the Services

7. violate the security of any computer network or crack any passwords or security encryption codes

You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use.

You must not modify the paper or digital copies of any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of Content on our Website must always be acknowledged (except where the content is user-generated).

You must not use any part of the Content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy, download, share or repost any part of our Website in breach of these Terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

12.1 Our trademark

“Roppi" is a registered trademarks of Roppi Technology Ltd. You are not permitted to use it without our approval, unless they are part of material you are using as permitted under this Clause 12 (Content on our Website).

12.2 No Text or Data Mining, or Web Scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website or any services provided via, or in relation to, our Website. This includes using (or permitting, authorising or attempting the use of):

Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same.

Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

12.3 Third Party Links

Where our Website/Mobile Application contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the content of those sites or resources and are not responsible for their availability or content.

We assume no liability whatsoever for any such third-party websites or services or any content, features, products, or practices of such third-party websites or services. Your access and use of such third-party websites and services are subject to applicable third-party terms and conditions and privacy policies. We encourage you to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

12.4 Limitation of Liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Any material downloaded or otherwise obtained through the Services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or mobile phone or for any loss of data that results from the download of any such material.

You are advised to follow our installation instructions or to have in place the minimum system requirements advised by us.

To the fullest extent permitted by applicable law, you agree that Roppi, its affiliates, and its and their respective employees, officers, directors, agents and their-party service providers will not be liable to you or any third-party for:

1. the performance of the Services or the inability to use the Services

2. any indirect, incidental, special, consequential, punitive or exemplary damages, whether based in contract, tort or otherwise, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses

3. any amount, in aggregate, in excess of the cost of the Service procured by You; and

4. any event beyond our reasonable control

12.5 Warranty and Indemnity

We and our third-party service providers make no warranty that:

1. the Services will meet your requirement

2. the Services will be uninterrupted, timely, secure or error-free

3. the results that may be obtained from the use of the services will be accurate or reliable

4. the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your expectations; or

5. any errors in the Services will be corrected. No oral or written information or advice obtained by you from us or our third-party service providers through or from the services will create any warranty not expressly stated in these Terms.

You agree to defend, indemnify, and hold harmless Roppi, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, or your fraud or wilful misconduct. Such indemnified parties reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you and you will cooperate in asserting any available defences.

13.YOUR PERSONAL INFORMATION
We will only use your personal information as set out in our Privacy Policy [insert link]. You must keep your contact information current with us in order to ensure that we are able to provide Communications to you electronically. You must notify us of any change to your email address, mobile device number or other text message address by updating your profile on the Website.
14.VIRUSES

We do not guarantee that our Website will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.

You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Cybercrimes (Prohibition, Prevention, etc) Act 2015. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

15.LINKS TO OUR WEBSITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on our Website other than that set out above, please contact us at the details set out in clause 2 (Our Details).

16.TAXES
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for ourselves. The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder.
17.PARTIAL INVALIDITY
If any provision of these Terms is found to be unenforceable or invalid by any applicable law, judicial or other competent authority, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms will otherwise remain in full force and effect and enforceable.
18.GOVERNING LAW AND JUSTICE
18.1.These Terms of use, their subject matter and their formation, are governed by the laws of the Federal Republic of Nigeria.
18.2.You and we both agree that any disputes or claims arising from or in connection with the Services or these Terms shall be subject to settlement using our best endeavors.
18.3. If no settlement is reached within 60 (sixty) days of a written notice of the dispute or claim by the aggrieved party, the dispute shall be referred to a court of competent jurisdiction in Lagos, Nigeria.
18.4.Each party shall bear its own costs and expenses in relation to the dispute resolution, save for a  judgment or orders on costs, which shall be borne by the party against whom the judgment or order is made.
18.5.As used in this clause, "we" and "us" mean Roppi and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, "we" and "us" include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.
18.6.This Clause 18 shall survive the termination or expiration of these Terms.