Terms of Use of Numu (the “Terms of Use”)

Last Updated (11/04/23) 

Numu is an online marketplace platform and search engine found on [www.numumarket.com] (the “Platform”), that is operated by Numu Market LLC (“Numu”), that helps suppliers, producers, and traders (the “Seller(s)”) find buyers (the “Buyer(s)”) through online advertisements and other actions. It allows Sellers and Buyers (the “Users”) to sell and buy agricultural related products (the “Products”) in a variety of locations. Sellers can create an account (profile) and present their Products and Buyers can connect, search, and purchase any of these Products to be delivered to the address of their choice within accepted regions. 

These Terms of Use and all policies and additional terms (if applicable) posted on the Platform are to define the permissible use and access to the Platform and Services. This includes, but not limited to access to and use of our Platform, services and applications including our mobile application (collectively, the “Services”). These Terms  of Use describe the rights and obligations of the Users, who may be either natural persons or corporate entities, in relation to the use of the Services provided by Numu and in relation to the terms of sale and purchase of the Products made through it between the Users. 

1. SELLER AND BUYER REGISTRATION ON THE PLATFORM. 

By accessing, subscribing, or registering on the Platform, the User is considered to have granted lawful consent to abide by these terms and conditions, and any updates thereto. In order to sell a Product on the Platform, the Seller shall create an account/profile on the Platform, and provide his information and legal documents as per the requirements on the Platform, which may be updated from time to time at Numu’s discretion. Sellers accept that some of the data that the Seller introduces in the profile will be publicly available to the Users, in accordance with Numu’s Privacy Policy. The Users are responsible to provide accurate and valid information for the purposes of registration or subscription with Numu. Users are required to provide the necessary identification details as requested by Numu for the purposes of registration or subscription in the Platform or accessing Numu’s Services. 

Following the registration, the Seller shall have his/her business page displayed on the Platform and will be able to list Products, accept orders from Buyers and invoice, and where applicable, ship and deliver the Products directly to the Buyers.

In order for a Buyer to be able to search and purchase the Products of the Sellers, the Buyer shall create an account/profile on the Platform, and provide his information and legal documents as per the unilateral discretion of Numu. Buyer accepts that some of the data that the Seller introduces in the profile will be publicly available to the Users, in accordance with Numu’s Privacy Policy. In the case of a corporate entity, the Buyer will be required to provide the details of the legal entity requested as per the unilateral discretion of Numu (For instance, its commercial register and tax card), in order to certify that the Buyer is a legally established and existing company/business.

It is noteworthy that the failure of any of the Users to provide the requested information and documents will entitle Numu to reject the registration, subscription, or access to the Services or the the Platform. In all cases, Users agree that Numu reserves the right to reject without the need to furnish any reasoning, the registration of any User, even after submitting the required data and documents.

Every User wishing to subscribe to the Services must state the true, complete, and valid personal or business information, as required by the Platform, in order to access its content and Services. He/she must ensure that such information remains consistently accurate and complete by directly updating any data entered on the Platform in case of change of any such data. Providing false contact information of any kind may result in the termination of the User's account.

2. MERE MEDIUM

Numu was created to give Sellers the opportunity to promote and sell their Products online and connect with Buyers. However, as a mere medium, Numu, does not own, control, offer or manage any of the Services and/or Products listed on and provided through the Platform, and Numu does not guarantee the correctness of any listed information or transaction, the quality of the Products, a possible food spoilage, incomplete or false labeling, proper shipment or delivery of the Products as well as the legality of each transaction. The Seller is legally responsible for the assurance of the quality requirements, market, and tax provisions concerning the sale of the Products. The Buyer is responsible for requesting more information about the Seller before ordering, for checking the quantity and quality of the Products before their final receipt, as well as for requesting all the supporting tax and transport documents (receipt, invoice, shipping slip) from the Seller (if applicable). Numu shall not be liable for any damages or claims arising from any disputes between the Seller and the Buyer in connection with the transactions through the Platform and/or the use of the information provided through the Platform. 

The use of the Platform or access to the Services shall not create, or entail to create, any partnership or employment relationship with Numu.

3. CODE OF CONDUCT

As a prerequisite for buying and selling Products on the Platform, Users must approve these Terms of Use. By using the Platform, the Users are deemed to have read, accepted and approved these Terms of Use and undertaken to abide therewith.

The User is liable for any damage caused to Numu or to the Platform, resulting from the misuse of the Platform and/or the Services. In the event that Numu receives notice of a lawsuit or is required to pay any kind of compensation due to the breach of the obligations of the Seller or the Buyer described in these Terms of Use or any other agreement with Numu, the Seller and/or the Buyer shall compensate Numu and hold it harmless.

4. USER ACCOUNT TERMINATION

If a User chooses to deactivate/delete their account or in case Numu terminates a User’s account, the User agrees that, prior to termination or cancellation of any account, Numu reserves the right to continue to make the Products available to Buyers who have placed their order prior to such deletion or termination and to complete the sale of the relevant purchased Products. User’s account termination, for any reason, shall not affect in any way the obligations and duties emerging before the date of such termination.

Numu has no obligation to pay the User any remuneration or compensation for closing or deactivating the User’s account. Numu may, at its sole discretion, with or without reason, remove any of the Products. It is strictly prohibited that the Seller uses the personal data of the Buyer for promotional purposes and Numu reserves the right to delete the Seller’s account in such an event. In any case, Numu reserves the right to permanently delete the account of any User who does not comply with these Terms of Use. 

In all cases, Numu reserves the right to remove, cancel,  suspend and deactivate the account of any User or delete any User’s content, order, or Product in case the User breached the Terms of Use, the Privacy Policy, other Platform policies or the applicable law. REPRESENTATIONS AND WARRANTIES OF THE SELLER

By listing a Product for sale on the Platform, the Seller represents and warrants that:

(a) All the information displayed about the Product is correct, accurate, and not misleading; 

(b) The Product is not violating any standards or requirements under the applicable law; 

(c) The Product does not contain any harmful or unauthorized components under the applicable laws; 

(d) Seller is legally capable of entering into binding contracts; 

(e) Seller, if individual, is at least 21 years old; and 

(f) The Seller has the right and/or the necessary licenses to sell the products 

(g) It is legal to export the Product abroad and the Seller may be asked to cover all import taxes and tariffs (where applicable); 

(h) The Product is the result of agricultural production by a legal producer registered in the country of origin and consequently, the Product is accompanied by all necessary certificates. 

(i) Seller has full right, power, and authority to enter into and perform under these Terms of Use without the consent of any third party;

(j) Seller will comply with all of the Terms of Use mentioned herein;

(k) Seller will comply with all applicable laws, rules, and regulations in connection with the performance or provision of Products for Buyers;

(l) Seller specifically desires and intends to operate as an independent contractor. 

(m) Seller will immediately notify Numu in writing if Seller ever has reason to believe that the Seller has not received any fees or payments to which the Seller believes he is entitled under these Terms of Use, or applicable law.

5. DISCLAIMER OF WARRANTIES 

Numu strives to keep its Services safe, secure, and functioning properly, but it cannot guarantee the continuous operation of, or access to, its Services. The User agrees that he/she is making use of the Services at its own risk, and shall be held entirely liable for not observing the applicable lawsand that they are being provided on an "AS IS" and "AS AVAILABLE" basis. 

Accordingly, to the extent permitted by applicable law, Numu excludes all expressed or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by the applicable law, Numu shall not be held liable for any claims in connection to the performance, safety, quality, legality, existence, or suitability of any Products.

Numu also does not warrant the continued performance or non-interruption of the Platform or Services for any event beyond our control, including events set out in clause (6. Force Majeure). Nor do we warrant the identity of the Users beyond the data provided by the Users.

6. FORCE MAJEURE

Numu will not be liable or responsible for any failure or delay in the performance of any of our obligations under these Terms of Use or any other agreement with a User, that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Numu’s reasonable control and includes in particular (without limitation) the following:

• strikes, lockouts or other industrial action;
• civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
• fire, explosion, storm, flood, earthquake, subsidence, epidemics, pandemics, or other natural disasters;
• impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
• impossibility of the use of public or private telecommunications networks; and
• the acts, decrees, legislation, regulations or restrictions of any government.

Numu’s performance is deemed to be suspended for the period that the Force Majeure Event continues, and Numu will have an extension of time for performance for the duration of that period. Numu will use its reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

7. LIMITATION OF LIABILITIES

Numu’s liability in respect of a given transaction is performing the Services or using other Platform shall not exceed in any case the value of such transaction. 

Numu, as well as all subsidiaries, parent companies, affiliates, executives, agents, representatives and employees of Numu, are not liable, under any circumstances, for any consequential, incidental, indirect, specific, special damages or costs or penalties, including non-restrictive, non-profit, loss of information or data, or loss of customers, loss or damage of property, and any claims of third parties arising out of or in connection with the use of the Platform, even if the Numu has been advised or should have known of the possibility of such damages or losses, whether based on warranty, contract, tort, Product liability or any other grounds of liability.

Numu shall not be responsible for any damages such as loss or theft incurred by Products deposited by a Seller in the Numu warehouses unless such Seller had paid an additional premium covering the costs borne by Numu to cover the said Products by an appropriate insurance policy. 

For the avoidance of doubt, Numu is not responsible for any issues arising out of any trade of Products between the Buyer and the Seller and does not endorse any information or content displayed on any User’s account.

8. INDEMNIFICATION

The User agrees to compensate Numu as well as all subsidiaries, parent companies, affiliates, executives, agents, representatives and employees of Numu, from any and all claims, liabilities, expenses or taxes and all reasonable legal fees, arising from any claim raised by any Seller/Buyer or third party or from any action submitted by a State, regulatory body, User, or third-party against Numu, which derives from or relates to (i) the sale/purchase of the Products through the Platform by the User, (ii) the actual or presumed violation of these Terms of Use on the part of the User, (iii) the actual or alleged infringement of any applicable laws, rules, regulations, rights including intellectual property rights and personal data protection laws on the part of the User. 

9. REFUND POLICY 

In exceptional cases and as decided by Numu in its sole discretion on a case-by-case basis, Numu may offer to mediate between the Buyer and the Seller and try to resolve any issues arising from the sale of the Products. To the extent that Numu chooses in its sole discretion to pay a refund to a Buyer in respect of a Product, Numu shall notify the Seller of the matter. Numu reserves the right to remove any Product from the Platform if such Product caused an issue with a Buyer and resulted in a refund. Within ten days of receiving a notification from Numu, the Seller undertakes to return the price of the refunded Product to Numu for the total amount received for that Product which will be returned to the customer. If the Seller fails to return the price of the Product to Numu, the latter reserves the right to terminate the Seller’s account and prohibit the Seller from further selling Products through the Platform, in addition to deducting the refund amount from the Seller’s dues vis-à-vis Numu.

10. CORRECTNESS AND USE OF INFORMATION ON THE PLATFORM

Numu does not guarantee nor is it responsible for the use of the information provided by any User through the Platform. Numu does not check User uploaded/created content for appropriateness, violations of copyright, trademarks and other violations. Numu assumes no liability for any damages claimed by Users or any third parties if the information provided on the Platform is incomplete, inaccurate, false, or misleading. The User is solely responsible for the judgment, use, evaluation, and utilization of the information that is available on the Platform. Any business or other decision-making on the basis of such information is the sole responsibility of the User and Numu is not obliged to cover any damages or disputes arising out of the use of such information. In particular, the Buyer is responsible for requesting more information about the Seller before ordering, to check the quantity and quality of the Products before their final receipt, and to request the corresponding tax and transport document (receipt, invoice, consignment note) from the Seller. All Buyers shall use the information provided on the Platform solely at their own risk, while at the same time taking full responsibility for cross-referencing and checking the accuracy of such information. 

Numu assumes no responsibility for any errors and viruses and any loss of data or other damage to the User or third parties, due to either use / copying / downloading or infection with viruses or other unauthorized third-party interventions in files and information available through the Platform. 

If access to specific information requires the use of a security code (PIN) or password granted by Numu, the User is solely responsible for ensuring the confidentiality thereof. The User shall immediately notify Numu of any unauthorized uses of his/its account or any other breaches of security. 

11. PROHIBITIONS 

The User shall be prohibited from using the Platform or its content whether:

▪  For any unlawful purposes.

▪  To solicit others to perform or engage in any unlawful acts.

▪  To violate any laws, rules or regulations whether were local or international. 

▪  To infringe upon or violate Numu’s intellectual property rights (IPR) or the intellectual property rights of others.

▪  To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.

▪  To submit false or misleading information.

▪  To upload or transmit viruses or any other type of malicious codes that shall or may affect the functionality or the operation of the Service of any related website, or other websites, or the internet.

▪  To collect or track the personal information of others.

▪  For any obscene or immoral purpose.

▪  To interfere with or circumvent the security features of the Service or any related website, or other websites, or the Internet.

12. ORDERS PAYMENTS - PRICING - TRANSPORT COST INVOICES - DELIVERY

When the Buyer is interested in a Product posted on the Platform, the Buyer shall select the said Product to proceed with the order. For the avoidance of doubt, the Seller may only accept the order if the Products listed in the said order can be legally exported to the Buyer’s country, accompanied by all necessary documents. 

The price of the Product displayed on the Platform shall include: (i) the price of the Product which is predetermined, (ii) all applicable taxes including the applicable custom prices, (iii) all related costs such as the transportation costs. Numu delivers the Products to the address stated by the Buyer within the estimated timeline for delivery as displayed at the time of processing the order. 

The Buyer will pay by credit card / bank transfer / or cash on delivery the full amount of the order. Payments by credit card are done via a third-party payment processor. In case the Product does not meet the quantity and quality criteria set out in the order, or is altered, or has not been preserved properly during transportation or is not accompanied by the necessary labeling and all the necessary documents (Receipt - invoice / shipment card, accreditations, etc.), then the Buyer has the right to refuse the receipt of the Products, and the refund policy will apply as the case may be.

The Seller is responsible for compliance with all quality assurance, market and tax regulations relating to the sale of the Products. The Seller is responsible for the tax implication resulting from the sale of his Products facilitated by the Platform, specifically, the value-added taxes. The User shall be solely responsible for filing all his tax returns, in addition to, submitting all tax dues which shall be required by any governmental authority in Egypt, without any liability in this regard on Numu.

Numu assumes no responsibility in case the Products do not meet the Buyer’s requirements and/or if the Buyer refuses to receive the Products.

13. TRANSACTIONS OUTSIDE NUMU

The possibility to buy or sell outside of the Platform is a potential fraud risk for both the Buyers and the Sellers. Consequently, Buyers and Sellers cannot engage in any activity with a User of the Platform where such activity is designed to complete or facilitate a transaction outside of the Platform. Buyers and Sellers cannot share or request direct contact information prior to completing a sale. Buyers and Sellers cannot promote external websites that facilitate sales outside of the Platform or other businesses. Buyers and Sellers cannot use any User information to contact or approach any person to buy or sell outside the Platform. 

Moreover, Numu does not bear any responsibility for any damage or loss of product resulting from transactions made outside the Platform, including transactions that may have originated on the Platform but took place offline. 

If a Seller offers his/her contact information or asks a Buyer for their contact information for the purpose of buying or selling outside of the Platform, then the Seller shall be liable to pay Numu a liquidated damages amount of USD10,000 (in equivalent local currency). In all cases, Numu reserves the rights to deduct any due payments to Numu, including but not limited to, fees, liquidated damages, compensations, or refund amounts, from the Seller’s dues resulting from the sale transactions on the Platform.

14. DOCUMENTATION

If the Seller sells any Product through the Platform, he/she agrees to provide Numu with any forms, documents, or other certifications that Numu may request from time to time, in order to meet any reference obligations or tax obligations regarding the use of the Platform.

15. SALES COMMISSIONS

In return for the Services provided by Numu, from which a Seller will achieve sales for his/her Products, the Seller agrees that Numu will receive a transaction fee (the “Transaction Fee”) equal to a certain percentage of the transaction value (the “Transaction Value”) as agreed between Numu and the Seller in the relevant agreement. The total amount of the Transaction Value will be bound by a third-party payment and processing platform selected by Numu and will be released to the Seller after deduction by Numu of its Transaction Fee. Payments will be made automatically to the Seller’s account with the third-party payment processing program. Numu reserves the right to add, remove or modify the third-party payment processing program it uses in order to settle transactions between Buyers and Sellers through the Platform. The Seller waives any right to demand payment through any mechanism other than the aforesaid. Sellers are strictly prohibited from sending their own bank account details to Buyers for the purpose of direct payments and/or to ask for deposits.

16. COPYRIGHTED MATERIAL

The names “Numu”, “Numu Market” and other Numu marks, logos, designs, and content that Numu uses in connection with its Services are the protected ownership of Numu, and they are subject to copyrights and trademarks, and other intellectual property rights. They may not be used in any manner whatsoever without the prior written permission of Numu.

17. NUMU’S RIGHT TO AMEND THE TERMS OF USE 

Numu reserves the right to modify these Terms of Use at any given time for any given reason (i.e., to comply with new laws and regulations and/or include any new activity or services for Numu. You may be notified of any changes in respect to this Terms of Use of Use via email on Your registered email on Our Platform (in the event where You are a registered User), or via by posting the amended Terms of Use on [www.numumarket.com]

In all cases, updates shall be specified through the “Last Updated” date added above to this Terms of Use, and which will be available on the Platform. Therefore, please make sure to read and review the latest updates to the Terms of Use enacting the amendment from time to time. For the avoidance of doubt, Numu shall not be held liable for any negligence or failure of a User to read or review the updates to the Terms of Use before accessing or using the Platform or the Services.

The User’s use of and/or access to Our Platform after such modification, constitutes by itself the full consent to be bound by the last updated version. Upon such approval, the User’s hereby waives the right to receive any further notifications or alerts of the relevant modification or change.

18. ASSIGNMENT

The User may not assign any of its rights, licenses, or obligations under these Terms of Use. Any such attempt at assignment by a User shall be void. Numu may assign its rights, licenses, and obligations under these Terms of Use without limitation.

19. NO CONFLICTS

Signing up to the Platform shall be deemed as an acknowledgment from the User that he/it is not subject to any contract or duty that would be breached by entering into, or performing his/its obligations under this Terms of Use, or any engagement that is inconsistent with this Terms of Use.

20. INDEPENDENT CONTRACTORS

Nothing in these Terms of Use constitutes an employment relationship, agency, or partnership between Numu and any User. 

21. TERM AND TERMINATION

As between the User and Numu, these Terms of Use shall apply starting from the User’s first use of the Services and shall continue in full force and effect until the termination of the Services by either the User or Numu. Numu reserves the right to terminate the Terms of Use at any time for any reason, without a need for a prior notice, legal proceedings, or a judicial judgment.

22. SEVERABILITY

If any provision or part of any provision of these Terms of Use is held to be illegal, invalid or unenforceable by the court of competent jurisdiction, remaining provisions thereof shall remain in full force and effect to the full extent permitted by law.

23. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use are subject to the laws of the Arab Republic of Egypt. Any dispute in connection with the execution, interpretation or implementation of the Terms of Use shall be referred and decided by the competent Egyptian court. 

24. CONTACT NUMU

If you would like to contact us in connection with your use of the Services, then please email us at legal@numumarket.com.