Terms and Conditions - IGUN Metals

Igun Limited

Registration Number: RC 1912573

Address: 53 Chief Collins Uchidiuno St, Lekki Phase I, Lekki 106104, Lagos, Nigeria

Email: business@igunafrica.com

Phone: +2348162688922

Terms and Conditions for Buyers and Producers

1. Introduction

Igun Limited ("Igun Africa" or "Igun" or "we" or "our") operates an e-commerce platform consisting of a web application or mobile application ("Platform"), together with electronic contract management infrastructure, for buyers and producers of metals and mining products to find themselves, for the buyers and producers carrying out negotiation, sale, and purchase of metals and mining products. These terms and conditions shall apply to all buyers and producers registered in this platform.

If you register as a buyer:

You accept these terms and conditions for buyers, the general terms and conditions, and the Igun's codes, policies and guidelines may be amended by Igun from time to time and they shall form an integral part of the terms upon which you may use this platform.
We will ask you to expressly agree to these Terms and Conditions for buyers; the general terms and conditions; and Igun's policies and guidelines, by clicking to confirm that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory.

If you register as a producer:

You accept these terms and conditions for producers, the general terms and conditions, and the Igun's codes, policies and guidelines may be amended by Igun from time to time and they shall form an integral part of the terms upon which you may use this platform.
We will ask you to expressly agree to these Terms and Conditions for Producers; the general terms and conditions; and Igun's policies and guidelines, by clicking to confirm that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory.

2. Registration on the Platform

If you register on our platform as a producer you will be able to create a store on the platform, using the producer portal. Producer stores that are submitted may be reviewed for approval, at Igun's discretion, before they are operational.

Producer obligations:

You shall be solely responsible for your store, listings and products and you hereby agree that:

You shall obtain any licenses required for the supply and sale of your goods as displayed on the platform.
To the extent required by applicable laws, you shall register with relevant tax authorities, remit and/or pay all relevant taxes in relation to sale of goods.
You shall provide KYC documents including but not limited to: Company incorporation certificate, Incorporation document showing company beneficial owners and directors, ISO certification (for metal producers), Mining licence (for miners), Tax registration number, Government-issued IDs of at least one company beneficial owners and directors, Proof of business location (Igun will visit to inspect and physically verify location of factory and mining site).

Buyer obligations:

If you register on our platform as a buyer you will be able to make subscription payment to access your dashboard and have access to the list of producers on the portal. You shall be solely responsible for your negotiations with listed producers, and for your transactions executed with producers on the platform, and you hereby agree that:

You shall obtain any licenses required for the operations of your own business as a buyer.
To the extent required by applicable laws, you shall register with relevant tax authorities, remit and/or pay all relevant taxes in relation to your business operations.
You shall provide KYC documents including but not limited to: Company incorporation certificate, Incorporation document showing company beneficial owners and directors, Company profile/brochure, Tax registration number, Government-issued IDs, Bank statement of the buyer entity, Proof of business location.

Business conduct:

You understand that all businesses conducted on the Platform shall be:

With skill and care, and by co-operating with and acting in good faith towards Igun and other parties.
In compliance with Igun's policies and guidelines as published on the platform from time to time.
In accordance with ethical business practices and industry best practice.
In compliance with all the applicable laws in force from time to time, including anti-bribery and corruption, anti-money laundering and anti-terrorism laws, and any trade or export sanctions or restrictions imposed by the United States, the United Kingdom, the European Union, African Union and/or the United Nations.

3. The Goods

As a producer, you represent and warrant that you have the right to and shall sell the Goods on the platform free of any charge, lien or other encumbrance.

Goods shall correspond with their description in the order and any applicable specification.
Goods shall be of satisfactory quality and fit for any purpose held out by the Producer.
Goods shall be free from defects in design, material and workmanship.
Goods shall comply with all applicable statutory and regulatory requirements.
Goods shall not infringe the rights of any third party.
We operate a zero tolerance approach to counterfeit products. Any attempt to sell counterfeit products may result in financial penalties, permanently prohibiting you from using the Platform and potentially in prosecution.

4. Listings of Goods

As a Producer, you shall be responsible for listing your goods on the platform by uploading a completed product page which shall include prices, detailed information, specifications and images in respect of each product.

All listings must constitute bona fide listings relating to products that comply with the categories and rules set out at section 3.
Listings must comply with the rules on content in the general terms and conditions and Content and Image Guidelines.
Listings must include all such information as may be required pursuant to all applicable laws and regulations.
Listings may be individually reviewed and approved at Igun's discretion before publishing.
You must keep your listings up to date and deactivate any listings for products that have ceased to be available.

5. Pricing

All prices of goods negotiated between the Buyer and Producer shall be stated inclusive of any tax applicable to the transaction and in the currency of the territory, or agreed currency for the transaction. All prices shall be stated inclusive of US$10 (ten United States Dollars) per tonne of the goods/products as Broker Commission. The Broker Commission is paid to Igun for the use of the Igun platform. Prices of metals and mining products are globally quoted in alignment with the adopted currency of the London Metals Exchange (LME) in United States Dollars. Prices on the Igun platform are quoted in United States Dollars and may be settled in the currency of the Producer territory, or as agreed between the Buyer and the Producer. Producer shall be solely responsible for setting the price of their products on the platform. The pricing of products shall comply with all applicable laws, including competition laws.

6. Fulfilment, Packaging and Delivery

Upon receipt of a confirmation of sale from Buyer, the Producer shall:

Process the order and ensure that all products are in good condition.
Deliver the products to agreed destination point in accordance with the timelines, quantity, quality, specification, and supply chain procedures as specified in the contract.
The Buyer shall fulfil all its obligations, including payment for the goods/products and Igun platform services according to agreed terms.
Igun, or other representative of the Buyer may inspect any or all products. The Buyer reserves the right to return any product that fails to meet requirements.
Upon delivery to the Buyer, ownership of the goods/products shall vest in the Buyer.
Producer will purchase relevant insurance policies to cover risks on goods/product before delivery to Buyer.

7. Value Added Services

The Buyer and the Producer may subscribe through our platform for value added services which may be available from time to time, including but not limited to:

Marketing and promotional services, as provided by Igun.
Goods/products verification, inspection, laboratory testing, and certification services.
Warehousing and fulfilment services.
Product finance and loan financing services tied to contracts on the platform.
Electronic contract management system as provided by Igun.

8. Commission and Fees

We shall charge you a commission in respect of each sale made on the platform and fees in respect of all services available on the platform and any value added services. In case of promotion funded by Igun, commission may be calculated based on the selling price at the time of the order. We reserve the right to charge commissions and/or fees in the event that the sale is not completed, by way of consideration for the costs of our services rendered. We may vary commissions and/or fees from time to time, on prior notice to you.

9. Taxes

All amounts stated on the platform are stated inclusive of taxes applicable to the transaction.

Except for the fixed US$10 Broker Commission payable to Igun, all other commissions shall be calculated as a percentage of the selling price inclusive of other regulatory taxes.
Commissions are inclusive of all regulatory taxes thereon.
The buyer and the producer shall respectively be exclusively liable in respect of all taxes applicable to the transactions entered into on the platform.
Should a competent tax authority determine that Igun is liable for payment of any taxes, the Buyer and the Producer hereby indemnify and hold harmless Igun in respect of the same.

10. Remittances

We shall collect payments from buyers in respect of each product purchased from the platform, and we shall deduct our commissions and any applicable fees, charges, taxes, penalties, refunds and any other amounts owed to Igun. We shall remit the proceeds of sale to the Producer in the agreed currency. Evidence of payment to Producer nominated account shall constitute conclusive evidence of payment and receipt. Producer shall be entirely responsible for ensuring that the account details uploaded on the platform are accurate and up to date. Igun may delay or suspend payment in the event of investigation of a potential fraud or other breach of this agreement. In the event that the buyer or producer disputes any transaction or statement of account it must report its claim to Igun within three (3) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.

11. Breach of Buyer and Producer Terms

If we reasonably determine that you have breached these terms and conditions, we may:

Send you one or more formal warnings.
Suspend, prohibit or block your access to our platform.
Apply penalties for breach.
Commence legal action against you, whether for breach of contract or otherwise.

12. Insurance

You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

13. Confidentiality and Data Privacy

All information and documents concerning the conduct of business pursuant to these general terms and conditions is strictly confidential unless it is already in the public domain. The buyer and Producer shall not use either's or Igun's confidential information for any purpose other than to perform their obligations under this Agreement. Producers may not send advertising or promotional communications to buyers on the platform without the prior written consent of Igun. If Igun is sued, fined, or otherwise incurs expenses as a result of the producer's handling of personal data obtained through the platform, the producer shall indemnify Igun in respect of the same.

14. Miscellaneous

These buyer and producer terms and conditions are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of the territory. We will ask for your express agreement to any revisions of these terms and conditions. If you expressly reject any such revisions, you may be deemed by us to have terminated the agreement and we may disable or delete your account on the platform. These buyer and producer terms and conditions, the general terms and conditions, and the Igun policies and guidelines shall constitute the entire agreement between buyers, producers and Igun in relation to the use of our platform.

General Terms and Conditions of Use of the Platform

1. Introduction

Igun Limited ("Igun Africa" or "Igun" or "we" or "our") operates an e-commerce platform for buyers and producers of metals and mining products. These general terms and conditions shall apply to buyers and producers on the platform and shall govern your use of the platform and related services. By using our platform, you accept these general terms and conditions in full. If you disagree with these general terms and conditions or any part of these general terms and conditions, you must not use our platform.

2. Registration and Account

You may not register with our platform if you are under 18 years of age.

You represent and warrant that all information provided in the registration form is complete and accurate.
You agree to keep your password confidential.
You agree to notify us immediately if you become aware of any disclosure of your password.
You agree to be responsible for any activity on our platform arising out of any failure to keep your password confidential.
Your account shall be used exclusively by you, and you shall not transfer your account to any third party.
We may suspend or cancel your account at any time in our sole discretion.
You may cancel your account by contacting us.

3. Terms and Conditions of Sale

You acknowledge and agree that the platform provides an online location for producers to sell and buyers to purchase products. We shall accept binding sales on behalf of producers, but Igun is not a party to the transaction between the producer and the buyer.

The price for a product will be as stated in the relevant product listing.
The price must include all taxes and comply with applicable laws.
The name "Igun Limited" must be included as Broker, and the Broker Commission amount must be stated in the Contract.
Products must be of satisfactory quality, fit and safe for any purpose specified.
The producer warrants good title to the products, free from third party rights or restrictions.

4. Returns and Refunds

Returns of products by buyers and acceptance of returned products by producers shall be managed in accordance with the returns policy in the contract between buyer and producer. There is no refund of platform subscription fee. There is no refund of commission received and retained by Igun. Refunds in respect of returned products shall be managed in accordance with the refunds policy in the contract between buyer and producer.

5. Payments

You must make payments due under these general terms and conditions in accordance with the Payments Information and Guidelines on the platform.

6. Rules About Your Content

"Your content" means all works, materials, and communications that you submit to us or our platform. Your content must be accurate, complete, truthful, appropriate, civil, and tasteful.

Content must not be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually explicit.
Content must not depict violence in an explicit, graphic or gratuitous manner.
Content must not be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory.
Content must not be illegal or unlawful, or infringe any person's legal rights.
Content must not infringe any copyright, trademark, design right, or other intellectual property right.
You must not interfere with a transaction by contacting another user to buy or sell outside of the platform.

7. Our Rights to Use Your Content

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content across our marketing channels and any existing or future media. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law.

8. Use of Website and Mobile Applications

You may view, download for caching, and print pages from our website for personal and non-commercial use. You must not use our website in any way that causes damage to the website or impairment of its performance, availability, or security.

You must not hack or otherwise tamper with our website.
You must not probe, scan or test the vulnerability of our website without our permission.
You must not use our website to distribute any malicious software.
You must not conduct any systematic or automated data collection activities without our express written consent.
You must not use data collected from our website for any direct marketing activity.

9. Copyright and Trademarks

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. All such rights are reserved. Igun's logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks.

10. Data Privacy

Buyers and producers agree to processing of their personal data in accordance with the terms of Igun's Privacy and Cookie Notice. Producers shall be directly responsible to buyers for any misuse of their personal data and Igun shall bear no liability to buyers in respect of any misuse by producers.

11. Due Diligence and Audit Rights

We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all users of the platform. You agree to provide to us all such information, documentation and access to your business premises as we may require for verification, disclosure pursuant to a valid court order, or as otherwise required by law.

12. Igun's Role as a Platform

We do not act as government agencies to confirm the identity of all platform users. We are not involved in any transaction between a buyer and a producer in any way, save that we facilitate a platform and process payments on behalf of producers. We do not guarantee any commercial results concerning the use of the platform.

13. Limitations and Exclusions of Liability

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 platform shall constitute a separate contract. We will not be liable for any losses occasioned by any interruption or dysfunction to the website, any losses arising out of events beyond our reasonable control, any business losses, any loss or corruption of any data, or any special, indirect or consequential loss or damage.

14. Indemnification

You hereby indemnify us against any and all losses, damages, costs, liabilities and expenses incurred or suffered by us arising out of your use of our platform or any breach by you of any provision of these general terms and conditions.

15. Breaches of These General Terms

If you breach these general terms and conditions, we may:

Temporarily suspend your access to our platform.
Permanently prohibit you from accessing our platform.
Block computers using your IP address from accessing our platform.
Suspend or delete your account on our platform.
Commence legal action against you.

16. Entire Agreement

These general terms and conditions and the Igun codes, policies and guidelines shall constitute the entire agreement between you and us in relation to your use of our platform.

17. Hierarchy

Should these general terms and conditions, the buyer and producer terms and conditions, and the Igun codes, policies and guidelines be in conflict, they shall prevail in the order here stated.

18. Variation

We may revise these general terms and conditions from time to time. The revised general terms and conditions shall apply from the date of publication on the platform.

19. Severability

If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

20. Assignment

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these general terms and conditions. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations.

21. Third Party Rights

A contract under these general terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

22. Law and Jurisdiction

These general terms and conditions shall be governed by and construed in accordance with the laws of the territory. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of the territory.

23. Our Company Details

The platform is operated by Igun Limited. We are registered in Nigeria under registration number RC 1912573, and our head office is at 53 Chief Collins Uchidiuno St, Lekki Phase I, Lekki 106104, Lagos, Nigeria. Contact email is business@igunafrica.com and phone number +2348162688922.