Terms and conditions
General Terms and Conditions of Use of the Bemastores
Marketplace for Buyers and Vendors
1.1. Sepapane Group (Pty) Ltd Trading as“Bemastores” ( “we”) operates an ecommerce
platform consisting of a website and mobile application (“marketplace”
), together with supporting logistics and payment infrastructure, for the sale and
purchase of consumer products in Botswana(“territory”).
1.2. These general terms and conditions shall apply to buyers and vendors on the
marketplace and shall govern your use of the marketplace and related services.
1.3. By using our marketplace, you accept these general terms and conditions in
full. If you disagree with these general terms and conditions or any part of these
general terms and conditions, you must not use our marketplace.
1.4. If you use our marketplace in the course of a business or other
organizational project, then by so doing you:
1.4.1. confirm that you have obtained the necessary authority to agree to these
general terms and conditions;
1.4.2. bind both yourself and the person, company or other legal entity that
operates that business or organizational project, to these general terms and
1.4.3. agree that "you" in these general terms and conditions shall reference both
the individual user and the relevant person, company or legal entity unless the
context requires otherwise.
2. Registration and account
2.1. You may not register with our marketplace if you are under 18 years of age
(by using our marketplace or agreeing to these general terms and conditions, you
warrant and represent to us that you are at least 18 years of age).
2.2. You may register for an account with our marketplace by completing and
submitting the registration form on our marketplace.
2.3. You represent and warrant that all information provided in the registration
form is complete and accurate.
2.4. If you register for an account with our marketplace, you will be asked to
provide an email address/user ID and password and you agree to:
2.4.1. keep your password confidential;
2.4.2. notify us in writing immediately (using our contact details provided at
section 23) if you become aware of any disclosure of your password; and
2.4.3. be responsible for any activity on our marketplace arising out of any
failure to keep your password confidential, and that you may be held liable for
any losses arising out of such a failure.
2.5. Your account shall be used exclusively by you and you shall not transfer your
account to any third party. If you authorize any third party to manage your
account on your behalf this shall be at your own risk.
2.6. We may suspend or cancel your account, and/or edit your account details, at
any time in our sole discretion and without notice or explanation, providing that
if we cancel any products or services you have paid for but not received, and you
have not breached these general terms and conditions, we will refund you in
respect of the same.
2.7. You may cancel your account on our marketplace by contacting us as provided
at section 23.
3. Terms and conditions of sale
3.1. You acknowledge and agree that:
3.1.1. the marketplace provides an online location for vendors to sell and buyers
to purchase products;
3.1.2. we shall accept binding sales, on behalf of vendors, but Bemastores is not
a party to the transaction between the Vendor and the buyer; and
3.1.3. a contract for the sale and purchase of a product or products will come
into force between the buyer and vendor, and accordingly you commit to buying or
selling the relevant product or products, upon the buyer’s confirmation of
purchase via the marketplace.
3.2. Subject to these general terms and conditions, the vendor’s terms of
business shall govern the contract for sale and purchase between the buyer and the
vendor. Notwithstanding this, the following provisions will be incorporated into
the contract of sale and purchase between the buyer and the vendor:
3.2.1. the price for a product will be as stated in the relevant product listing;
3.2.2. the price for the product must include all taxes and comply with applicable
laws in force from time to time;
3.2.3. delivery charges, packaging charges, handling charges, administrative
charges, insurance costs, other ancillary costs and charges, will only be payable
by the buyer if this is expressly and clearly stated in the product listing;
3.2.4. products must be of satisfactory quality, fit and safe for any purpose
specified in, and conform in all material respects to, the product listing and any
other description of the products supplied or made available by the Vendor to the
3.2.5. the Vendor warrants that the Vendor has good title to, and is the sole
legal and beneficial owner of, the products, and that the products are not subject
to any third party rights or restrictions including in respect of third party
intellectual property rights and/or any criminal, insolvency or tax investigation
4. Returns and refunds
4.1. Returns of products by buyers and acceptance of returned products by vendors
shall be managed by vendor in accordance with the returns page on the marketplace,
as may be amended from time to time. Acceptance of returns shall be in our
discretion, subject to compliance with applicable laws of the territory.
4.2. Refunds in respect of returned products shall be managed in accordance with
the refunds page on the marketplace, as may be amended from time to time. Our
rules on refunds shall be exercised in our discretion, subject to applicable laws
of the territory. We may offer refunds, in our discretion:
4.2.1. in respect of the product price;
4.2.2. local and/or international shipping fees (as stated on the refunds page);
4.2.3. by way of store credits, wallet refunds, vouchers, mobile money transfer,
bank transfers or such other method as we may determine from time to time.
4.3. Returned products shall be accepted and refunds issued by vendor.
4.4. Changes to our returns page or refunds page shall be effective in respect of
all purchases made from the date of publication of the change on our website
5.1. You must make payments due under these general terms and conditions in
accordance with the Payments Information and Guidelines on the marketplace.
6. Rules about your content
6.1. In these general terms and conditions, "your content" means:
6.1.1. all works and materials (including without limitation text, graphics,
images, audio material, video material, audio-visual material, scripts, software
and files) that you submit to us or our marketplace for storage or publication,
processing by, or onward transmission; and
6.1.2. all communications on the marketplace, including product reviews, feedback
6.2. Your content, and the use of your content by us in accordance with these
general terms and conditions, must be accurate, complete and truthful.
6.3. Your content must be appropriate, civil and tasteful, and accord with
generally accepted standards of etiquette and behaviour on the internet, and must
6.3.1. be offensive, obscene, indecent, pornographic, lewd, suggestive or sexually
6.3.2. depict violence in an explicit, graphic or gratuitous manner; or
6.3.3. be blasphemous, in breach of racial or religious hatred or discrimination
6.3.4. be deceptive, fraudulent, threatening, abusive, harassing, anti-social,
menacing, hateful, discriminatory or inflammatory;
6.3.5. cause annoyance, inconvenience or needless anxiety to any person; or
6.3.6. constitute spam.
6.4. Your content must not be illegal or unlawful, infringe any person's legal
rights, or be capable of giving rise to legal action against any person (in each
case in any jurisdiction and under any applicable law). Your content must not
infringe or breach:
6.4.1. any copyright, moral right, database right, trademark right, design right,
right in passing off or other intellectual property right;
6.4.2. any right of confidence, right of privacy or right under data protection
6.4.3. any contractual obligation owed to any person; or
6.4.4. any court order.
6.5. You must not use our marketplace to link to any website or web page
consisting of or containing material that would, were it posted on our
marketplace, breach the provisions of these general terms and conditions.
6.6. You must not submit to our marketplace any material that is or has ever been
the subject of any threatened or actual legal proceedings or other similar
6.7. The review function on the marketplace may be used to facilitate buyer
reviews on products. You shall not use the review function or any other form of
communication to provide inaccurate, inauthentic or fake reviews.
6.8. You must not interfere with a transaction by: (i) contacting another user to
buy or sell an item listed on the marketplace outside of the marketplace; or (ii)
communicating with a user involved in an active or completed transaction to warn
them away from a particular buyer, Vendor or item; or (iii) contacting another
user with the intent to collect any payments.
6.9. You acknowledge that all users of the marketplace are solely responsible for
interactions with other users and you shall exercise caution and good judgment in
your communication with users. You shall not send them personal information
including credit card details.
6.10. We may periodically review your content and we reserve the right to remove
any content in our discretion for any reason whatsoever.
6.11. If you learn of any unlawful material or activity on our marketplace, or any
material or activity that breaches these general terms and conditions, you may
inform us by contacting us as provided at section 23.
7. Our rights to use your content
7.1. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license
to use, reproduce, store, adapt, publish, translate and distribute your content
across our marketing channels and any existing or future media.
7.2. You grant to us the right to sub-license the rights licensed under section
7.3. You grant to us the right to bring an action for infringement of the rights
licensed under section 7.1.
7.4. You hereby waive all your moral rights in your content to the maximum extent
permitted by applicable law; and you warrant and represent that all other moral
rights in your content have been waived to the maximum extent permitted by
7.5. Without prejudice to our other rights under these general terms and
conditions, if you breach our rules on content in any way, or if we reasonably
suspect that you have breached our rules on content, we may delete, unpublished or
edit any or all of your content.
8. Use of website and mobile applications
8.1. In this section 8 words “marketplace” and "website” shall be used
interchangeably to refer to Bemastores’s websites and mobile applications.
8.2. You may:
8.2.1. view pages from our website in a web browser;
8.2.2. download pages from our website for caching in a web browser;
8.2.3. print pages from our website for your own personal and non-commercial use,
providing that such printing is not systematic or excessive;
8.2.4. stream audio and video files from our website using the media player on our
8.2.5. use our marketplace services by means of a web browser,
subject to the other provisions of these general terms and conditions.
8.3. Except as expressly permitted by section 8.2 or the other provisions of these
general terms and conditions, you must not download any material from our website
or save any such material to your computer.
8.4. You may only use our website for your own personal and business purposes in
respect of selling or purchasing products on the marketplace.
8.5. Except as expressly permitted by these general terms and conditions, you must
not edit or otherwise modify any material on our website.
8.6. Unless you own or control the relevant rights in the material, you must not:
8.6.1. republish material from our website (including republication on another
8.6.2. sell, rent or sub-license material from our website;
8.6.3. show any material from our website in public;
8.6.4. exploit material from our website for a commercial purpose; or
8.6.5. redistribute material from our website.
8.7. Notwithstanding section 8.6, you may forward links to products on our website
and redistribute our newsletter and promotional materials in print and electronic
form to any person.
8.8. We reserve the right to suspend or restrict access to our website, to areas
of our website and/or to functionality upon our website. We may, for example,
suspend access to the website during server maintenance or when we update the
website. You must not circumvent or bypass, or attempt to circumvent or bypass,
any access restriction measures on the website.
8.9. You must not:
8.9.1. use our website in any way or take any action that causes, or may cause,
damage to the website or impairment of the performance, availability,
accessibility, integrity or security of the website;
8.9.2. use our website in any way that is unethical, unlawful, illegal, fraudulent
or harmful, or in connection with any unlawful, illegal, fraudulent or harmful
purpose or activity;
8.9.3. hack or otherwise tamper with our website;
8.9.4. probe, scan or test the vulnerability of our website without our
8.9.5. circumvent any authentication or security systems or processes on or
relating to our website;
8.9.6. use our website to copy, store, host, transmit, send, use, publish or
distribute any material which consists of (or is linked to) any spyware, computer
virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer
8.9.7. impose an unreasonably large load on our website resources (including
bandwidth, storage capacity and processing capacity);
8.9.8. decrypt or decipher any communications sent by or to our website without
8.9.9. conduct any systematic or automated data collection activities (including
without limitation scraping, data mining, data extraction and data harvesting) on
or in relation to our website without our express written consent;
8.9.10. access or otherwise interact with our website using any robot, spider or
other automated means, except for the purpose of search engine indexing;
8.9.11. use our website except by means of our public interfaces;
8.9.12. violate the directives set out in the robots.txt file for our website;
8.9.13. use data collected from our website for any direct marketing activity
(including without limitation email marketing, SMS marketing, telemarketing and
direct mailing); or
8.9.14. do anything that interferes with the normal use of our website.
9. Copyright and trademarks
9.1. Subject to the express provisions of these general terms and conditions:
9.1.1. we, together with our licensors, own and control all the copyright and
other intellectual property rights in our website and the material on our website;
9.1.2. all the copyright and other intellectual property rights in our website and
the material on our website are reserved.
9.2. Bemastores’s logos and our other registered and unregistered trademarks are
trademarks belonging to us; we give no permission for the use of these trademarks,
and such use may constitute an infringement of our rights.
9.3. The third party registered and unregistered trademarks or service marks on
our website are the property of their respective owners and we do not endorse and
are not affiliated with any of the holders of any such rights and as such we
cannot grant any license to exercise such rights.
10. Data privacy
10.1. Buyers agree to processing of their personal data in accordance with the
terms of Bemastores’s Privacy and Cookie Notice.
10.2. Bemastores shall process all personal data obtained through the marketplace
and related services in accordance with the terms of our Privacy and Cookie Notice
10.3. Vendors shall be directly responsible to buyers for any misuse of their
personal data and Bemastores shall bear no liability to buyers in respect of any
misuse by vendors of their personal data.
11. Due diligence and audit rights
11.1. We operate an anti-money laundering compliance program and reserve the right
to perform due diligence checks on all users of the marketplace.
11.2. You agree to provide to us all such information, documentation and access to
your business premises as we may require:
11.2.1. in order to verify your adherence to, and performance of, your obligations
under this Agreement;
11.2.2. for the purpose of disclosures pursuant to a valid order by a court or
other governmental body; or
11.2.3. as otherwise required by law or applicable regulation.
12. Bemastores’s role as a marketplace
12.1. You acknowledge that:
12.1.1. we do not confirm the identity of all marketplace users, check their
credit worthiness or bona fides, or otherwise vet them;
12.1.2. we do not check, audit or monitor all information contained in listings;
12.1.3. we are not party to any contract for the sale or purchase of products
advertised on the marketplace;
12.1.4. we are not involved in any transaction between a buyer and a Vendor in any
way, save that we facilitate a marketplace for buyers and vendors and process
payments on behalf of vendors;
12.1.5. we are not the agents for any buyer or vendor,
and accordingly we will not be liable to any person in relation to the offer for
sale, sale or purchase of any products advertised on our marketplace; furthermore
we are not responsible for the enforcement of any contractual obligations arising
out of a contract for the sale or purchase of any products and we will have no
obligation to mediate between the parties to any such contract.
12.2. We do not warrant or represent:
12.2.1. the completeness or accuracy of the information published on our
12.2.2. that the material on the marketplace is up to date;
12.2.3. that the marketplace will operate without fault; or
12.2.4. that the marketplace or any service on the marketplace will remain
12.3. We reserve the right to discontinue or alter any or all of our marketplace
services, and to stop publishing our marketplace, at any time in our sole
discretion without notice or explanation; and you will not be entitled to any
compensation or other payment upon the discontinuance or alteration of any
marketplace services, or if we stop publishing the marketplace.
12.4. We do not guarantee any commercial results concerning the use of the
12.5. To the maximum extent permitted by applicable law and subject to section
13.1 below, we exclude all representations and warranties relating to the subject
matter of these general terms and conditions, our marketplace and the use of our
13. Limitations and exclusions of liability
13.1. Nothing in these general terms and conditions will:
13.1.1. limit any liabilities in any way that is not permitted under applicable
13.1.2. exclude any liabilities or statutory rights that may not be excluded under
13.2. The limitations and exclusions of liability set out in this section 13 and
elsewhere in these general terms and conditions:
13.2.1. are subject to section 13.1; and
13.2.2. govern all liabilities arising under these general terms and conditions or
relating to the subject matter of these general terms and conditions, including
liabilities arising in contract, in tort (including negligence) and for breach of
statutory duty, except to the extent expressly provided otherwise in these general
terms and conditions.
13.3. In respect of the services offered to you free of charge we will not be
liable to you for any loss or damage of any nature whatsoever.
13.4. Our aggregate liability to you in respect of any contract to provide
services to you under these general terms and conditions shall not exceed the
total amount paid and payable to us under the contract. Each separate transaction
on the marketplace shall constitute a separate contract for the purpose of this
13.5. Notwithstanding section 13.4 above, we will not be liable to you for any
loss or damage of any nature, including in respect of:
13.5.1. any losses occasioned by any interruption or dysfunction to the website;
13.5.2. any losses arising out of any event or events beyond our reasonable
13.5.3. any business losses, including (without limitation) loss of or damage to
profits, income, revenue, use, production, anticipated savings, business,
contracts, commercial opportunities or goodwill;
13.5.4. any loss or corruption of any data, database or software; or
13.5.5. any special, indirect or consequential loss or damage.
13.6. We accept that we have an interest in limiting the personal liability of our
officers and employees and, having regard to that interest, you acknowledge
that we are a limited liability entity; you agree that you will not bring any
claim personally against our officers or employees in respect of any losses you
suffer in connection with the marketplace or these general terms and conditions
(this will not limit or exclude the liability of the limited liability entity
itself for the acts and omissions of our officers and employees).
13.7. Our marketplace includes hyperlinks to other websites owned and operated by
third parties; such hyperlinks are not recommendations. We have no control over
third party websites and their contents, and we accept no responsibility for them
or for any loss or damage that may arise from your use of them.
14.1. You hereby indemnify us, and undertake to keep us indemnified, against:
14.1.1. any and all losses, damages, costs, liabilities and expenses (including
without limitation legal expenses and any amounts paid by us to any third party in
settlement of a claim or dispute) incurred or suffered by us and arising directly
or indirectly out of your use of our marketplace or any breach by you of any
provision of these general terms and conditions or the Bemastores codes, policies
or guidelines; and
14.1.2. any VAT liability or other tax liability that we may incur in relation to
any sale, supply or purchase made through our marketplace, where that liability
arises out of your failure to pay, withhold, declare or register to pay any VAT or
other tax properly due in any jurisdiction.
15. Breaches of these general terms and conditions
15.1. If we permit the registration of an account on our marketplace it will
remain open indefinitely, subject to these general terms and conditions.
15.2. If you breach these general terms and conditions, or if we reasonably
suspect that you have breached these general terms and conditions or any
Bemastores codes, policies or guidelines in any way we may:
15.2.1. temporarily suspend your access to our marketplace;
15.2.2. permanently prohibit you from accessing our marketplace;
15.2.3. block computers using your IP address from accessing our marketplace;
15.2.4. contact any or all of your internet service providers and request that
they block your access to our marketplace;
15.2.5. suspend or delete your account on our marketplace; and/or
15.2.6. commence legal action against you, whether for breach of contract or
15.3. Where we suspend, prohibit or block your access to our marketplace or a part
of our marketplace you must not take any action to circumvent such
suspension or prohibition or blocking (including without limitation creating
and/or using a different account).
16. Entire agreement
16.1. These general terms and conditions and the Bemastores codes, policies and
guidelines (and in respect of vendors the Vendor terms and conditions) shall
constitute the entire agreement between you and us in relation to your use of our
marketplace and shall supersede all previous agreements between you and us in
relation to your use of our marketplace.
17.1. Should these general terms and conditions, the Vendor terms and conditions,
and the Bemastores codes, policies and guidelines be in conflict, these terms and
conditions, the Vendorterms and conditions and the Bemastores codes, policies and
guidelines shall prevail in the order here stated.
18.1. We may revise these general terms and conditions, the Vendor terms and
conditions, and the Bemastores codes, policies and guidelines from time to time.
18.2. The revised general terms and conditions shall apply from the date of
publication on the marketplace.
19.1. 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.
19.2. If any unlawful and/or unenforceable provision of these general terms and
conditions would be lawful or enforceable if part of it were deleted, that part
will be deemed to be deleted, and the rest of the provision will continue in
20.1. 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.
20.2. You may not without our prior written consent assign, transfer, sub-contract
or otherwise deal with any of your rights and/or obligations under these general
terms and conditions.
21. Third party rights
21.1. 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.
21.2. The exercise of the parties' rights under a contract under these general
terms and conditions is not subject to the consent of any third party.
22. Law and jurisdiction
22.1. These general terms and conditions shall be governed by and construed in
accordance with the laws of the territory.
22.2. 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
23.1. The marketplace is operated by Sepapane Group (Pty) Ltd. We are registered
in Botswana under REGISTRATION NO.: BW00000712145, and our registered office is at
Botswana, You can contact us by using our marketplace contact form.