Terms of Use of Numu (the “Terms”)

Numu is operated by Numu Market Technologies Limited (“Numu”). 

Numu is an online marketplace platform and search engine (the “Platform”) 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 inputs and 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. 

Numu was created to give Sellers the opportunity to promote and sell their Products online and connect with Buyers. In no case, however, does it 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. 

These Terms describe the rights and obligations of the Users, who may be either physical persons or legal entities, in relation to the use of the services provided by Numu (the “Services”) 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. 

In order to sell a Product on the Platform, the Seller shall create an account/profile on the Platform. Some of the data that the Seller introduces in the profile will be publicly available to the Users. In the case of a legal entity, the Seller will be required to provide the details of the legal entity (for instance its certificate of registration) in order to certify that the Seller is a legally established and existing company/business. 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, he/she shall enter his/her details on the Platform. 

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 remain consistently accurate and complete by directly updating any data entered on the Platform in case of change of any such data. 

2. CODE OF CONDUCT. 

As a prerequisite for buying and selling Products on the Platform, Users must approve these Terms. By using the Platform, the Users are deemed to have accepted and approved these Terms 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, the Seller and/or the Buyer shall compensate Numu and hold it harmless.

3. USER ACCOUNT TERMINATION 

If a Seller chooses to deactivate/delete their account or in case Numu terminates a Seller’s account, the Seller 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.

Numu has no obligation to pay the Seller any remuneration or compensation for closing or deactivating the Seller’s account. Numu may, at its sole discretion, 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 event. In any case, Numu reserves the right to permanently delete the account of any Seller who does not comply with these Terms. 

In all cases, Numu reserves the right to remove and deactivate the account of any User or delete any User’s content for any reason, at its sole discretion. 

4. REPRESENTATIONS AND WARRANTIES OF THE SELLER - DISCLAIMER OF WARRANTIES - LIMITATION OF LIABILITIES

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

1. the Seller has the right and/or the necessary licenses to sell it; 
2. it is legal to export the Product abroad and the Seller may be asked to cover all import taxes and tariffs (where applicable); 
3. 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. 

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 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. 

Numu’s liability in respect of a given transaction on the 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. 

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.

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 or regulatory body 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 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. 

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 into 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. 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.

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. 

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 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. 

6. 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. 

The Seller is responsible for compliance with all quality assurance, market and tax regulations relating to the sale of the Products.

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. 

7. 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. 

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 a penalty of USD10,000 (in equivalent local currency) to Numu, given the usage of the Services for the introduction to a Buyer.

8. 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. 

9. 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 Vendor 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. 

10. INDEMNITY 

The User will indemnify and hold Numu (including Numu’s affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of the User’s breach of these Terms, the User’s improper use of the Services or the User’s breach of any law or the rights of a third party. 

11. COPYRIGHTED MATERIAL 

The names “Numu”, “Numu Market” and other Numu marks, logos, designs, and content that Numu uses in connection with its Services 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. 

12. GENERAL 

Numu may amend these Terms at any time in its discretion by posting the amended terms on https://numumarket.com/terms-and-conditions-uae/ The User’s continued access or use of the Services constitutes its acceptance of the amended terms. 

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

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

As between the User and Numu, these Terms 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.

These terms are subject to laws of DIFC and all disputes arising therefrom or in connection therewith shall be submitted to the courts of DIFC.

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