Terms & Conditions

Introduction

1.1. "Barrels and Cellars" operates an e-commerce platform consisting of a website and mobile application ("marketplace") together with supporting IT logistics and payment infrastructure for the sale and purchase of alcoholic beverages and related products ("products") in Nigeria ("territory").

1.2. These general terms and conditions shall apply to buyers and sellers 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:

• Confirm that you have obtained the necessary authority to agree to these general terms and conditions;
• Bind both yourself and the person company or other legal entity that operates that business or organizational project to these general terms and conditions; and
• 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.

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. 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:

• Keep your password confidential;
• Notify us in writing immediately if you become aware of any disclosure of your password; and
• 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.
• 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.
• 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.

You may cancel your account on our marketplace by contacting us.

Terms and Conditions of Sale

3.1. You acknowledge and agree that:

• The marketplace provides an online location for sellers to sell and buyers to purchase products;
• We shall accept binding sales on behalf of sellers but (unless Barrels and Cellars is indicated as the seller) Barrels and Cellars is not a party to the transaction between the seller and the buyer; and
• A contract for the sale and purchase of a product or products will come into force between the buyer and seller 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 seller's terms of business shall govern the contract for sale and purchase between the buyer and the seller. Notwithstanding this the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:

• The price for a product will be as stated in the relevant product listing;
• The price for the product must include all taxes and comply with applicable laws in force from time to time;
• Delivery charges packaging charges handling charges administrative charges insurance costs other ancillary costs and charges where applicable will only be payable by the buyer if this is expressly and clearly stated in the product listing;
• 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 seller to the buyer; and
• The seller warrants that the seller has good title to and is the sole legal and beneficial owner of the products and/or has the right to supply the products pursuant to this agreement and that the products are not subject to any third party rights or restrictions.

Returns and Refunds

4.1. Returns of products by buyers and acceptance of returned products by sellers shall be managed by us in accordance with our Return Policy 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 our refunds policy. Our rules on refunds shall be exercised in our discretion subject to applicable laws of the territory.

4.3. Returned products shall be accepted and refunds issued by Barrels and Cellars acting for and on behalf of the seller.

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.

Payments

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

Promotions

6.1. Promotions and competitions run by Barrels and Cellars and/or other promoters shall be managed in accordance with the Promotions Terms and Conditions. You can view each Promotion's terms and conditions on our website.

Rules About Your Content

7.1. In these general terms and conditions your content means:

• 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
• All communications on the marketplace including product reviews feedback and comments.

7.2. Your content and the use of your content by us in accordance with these general terms and conditions must be accurate complete and truthful.

7.3. Your content must be appropriate civil and tasteful and accord with generally accepted standards of etiquette and behaviour on the internet and must not:

• Be offensive obscene indecent pornographic lewd suggestive or sexually explicit;
• Depict violence in an explicit graphic or gratuitous manner;
• Be blasphemous in breach of racial or religious hatred or discrimination legislation;
• Be deceptive fraudulent threatening abusive harassing anti-social menacing hateful discriminatory or inflammatory;
• Cause annoyance inconvenience or needless anxiety to any person; or
• Constitute spam.

7.4. 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.

7.5. 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.

7.6. 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.

Data Privacy

8.1. Buyers agree to processing of their personal data in accordance with the terms of Barrels and Cellars' Privacy Policy and Cookie Notice.

8.2. Barrels and Cellars shall process all personal data obtained through the marketplace and related services in accordance with the terms of our Privacy Policy and Cookie Notice.

8.3. Sellers shall be directly responsible to buyers for any misuse of their personal data and Barrels and Cellars shall bear no liability to buyers in respect of any misuse by sellers of their personal data.

Age Verification

9.1. All customers must be 18 years or older to purchase alcoholic beverages from Barrels and Cellars.

9.2. We reserve the right to request proof of age at any point during the ordering or delivery process.

9.3. Delivery personnel are instructed to verify age upon delivery and may refuse to complete delivery if the recipient cannot provide valid identification proving they are 18 years or older.

Limitations and Exclusions of Liability

10.1. Nothing in these general terms and conditions will limit any liabilities in any way that is not permitted under applicable law or exclude any liabilities or statutory rights that may not be excluded under applicable law.

10.2. We will not be liable to you for any loss or damage of any nature including in respect of:

• Any losses occasioned by any interruption or dysfunction to the website;
• Any losses arising out of any event or events beyond our reasonable control;
• Any business losses including loss of or damage to profits income revenue use production anticipated savings business contracts commercial opportunities or goodwill;
• Any loss or corruption of any data database or software; or
• Any special indirect or consequential loss or damage.

Indemnification

11.1. You hereby indemnify us and undertake to keep us indemnified against any and all losses damages costs liabilities and expenses 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.

Breaches of These Terms

12.1. If we permit the registration of an account on our marketplace it will remain open indefinitely subject to these general terms and conditions.

12.2. If you breach these general terms and conditions or if we reasonably suspect that you have breached these general terms and conditions we may:

• Temporarily suspend your access to our marketplace;
• Permanently prohibit you from accessing our marketplace;
• Block computers using your IP address from accessing our marketplace;
• Suspend or delete your account on our marketplace; and/or
• Commence legal action against you whether for breach of contract or otherwise.

Law and Jurisdiction

13.1. These general terms and conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

13.2. Any disputes relating to these general terms and conditions shall be subject to the exclusive jurisdiction of the courts of Nigeria.

Contact Information

14.1. You can contact us using the details on our Contact Page.

14.2. You consent to receive notices electronically from us. We may provide all communications and information related to your use of the marketplace in electronic format either by posting to our website or application or by email to the email address on your account.