TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS (“Terms“) CAREFULLY. THESE TERMS FORM A LEGAL AGREEMENT BETWEEN HORLEY TECH LIMITED AND YOU. BY CLICKING ON “I ACCEPT” OR “I AGREE” OR SIGNING THE RECIEPT ISSUED FOR ANY PURCHASE OR OTHERWISE USING THE SERVICES, YOU ACCEPT AND AGREE TO THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I ACCEPT” OR “I AGREE” OR PROCEED WITH ANY PURCHASES OR MAKE AN OR USE THE SERVICES.

ABOUT US

Horley Tech Limited (“Horley Tech”, “We”, “Us”, “Our”) is a leading retail company duly incorporated under the Laws of the Federal Republic of Nigeria (“Territory”) that provides a range of durable and affordable products and services including wholesale and retail mobile phones, wholesale and retail computers, wholesale and retail electronics, wholesale and retail accessories, repairs of electronic devices, among other services (our “Products and Services” or our “Products”). 

GENERAL PROVISIONS

These Terms contain and constitute the entire understanding and agreement between us in connection with your access to and use of our website and mobile application (our “Platform”), and your purchase of our Products and utilization of our Services and supersede all earlier and other agreements and understandings between us and all earlier representations by either of us about such subject matter. Any prior representations, warranties, statements, and assurances which are not expressly set out in these Terms and Conditions will be of no effect. Each party warrants that there is no representation, warranty, promise, term, condition, obligation or statement upon which they have relied in entering into these Terms and Conditions and which is not expressly set out in these Terms and Conditions and no such representation, warranty, promise, obligation, statement or any other term or condition is to be implied in them whether by virtue of any usage or course of dealing or otherwise (including by statute or common law) except as expressly set out in these Terms and Conditions.

In the event of a lack of clarity on the interpretation of one or multiple provisions of these general Terms, interpretation must adhere to ‘the spirit’ of these provisions. If a situation were to occur between the parties that is not covered by these general Terms and Conditions, the situation will have to be assessed while adhering to the spirit of these general Terms and Conditions.

Horley Tech reserves the right to reject use of the Platform or access to our Products and utilization of our Services without having to state reasons or to make an agreement conditional on certain other requirements being met.

PRODUCTS

We make every effort to display as accurately as possible the colours, features, specifications, and details of the Products available on the Platform. However, we do not guarantee that the colours, features, specifications, and details of the Products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colours and details of the Products.

All Products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all Products and Services are subject to change.

Our Products displayed on the Platform include brand new and foreign-used devices and accessories, and any such Products shall be specifically stated to be either brand new or foreign-used. 

CUSTOMER/USER REPRESENTATIONS

By using the Platform or purchasing our Products or utilizing our Services, you represent and warrant that:

1. You have the legal capacity and you agree to comply with these Terms;

2. You have no legal disability to contract within the Territory;

3. You will not access the Platform through automated or non-human means, whether through a bot, script or otherwise;

4. You will not use the Platform for any illegal or unauthorized purpose; and 

5. Your use of the Platform will not violate any applicable law or regulation.

TERMS AND CONDITIONS OF SALE

Our Products shall be tested by you at our stores at the time of purchase. This is to ensure that the Product is made available to you with no patent defect(s). All Products on the Platform and at the stores are provided and sold on an “as is” basis. You hereby agree that the Products sold to you meet the required specifications, and upon your inspection at time of purchase have no patent defects. You hereby certify that the product sold to you is in good condition and working/functioning properly.

Our device are guaranteed and we can assure the customer won’t have an issue but with-in those warranty periods the customer can assess and investigate the products to satisfaction

WARRANTY

Some Products offered by us enjoy limited warranties. Please be informed that we are not liable for any warranty not provided for under these Terms. 

Horley Tech offers a wide variety of new and used Products on its Platform. These products may be sourced directly from manufacturers and distributors or from other sources providing such products and this affects the warranties made available under these Terms in respect of the Products.

Foreign-used Products offered by us enjoy 2 weeks of warranty period (Foreign-used Warranty Period) from the date of purchase. Please find below the provisions of these Terms on replacement of Foreign-used Products.

Brand new Products enjoy 30 (thirty) days to 1 (one) year warranty period (Brand New Warranty Period) from the date of purchase. Where a Product enjoys a warranty not offered by us we do not by these Terms incorporate or offer same warranty to you. Notwithstanding the above, we may extend certain warranties from the manufacturer, provided that such extensions shall be made to you in writing and signed by a duly appointed representative. Please find below the provisions of these Terms on replacement of brand new Products.

The warranty provided by us for all our Products does not cover physical or patent damage, or damage caused by an exposure of the Product to harsh weather conditions or water and other matter unfriendly and likely to cause damage to the Product, or damage caused by voltage spikes and other phenomena unconnected to us or inconsistent with the use of the Product.

You hereby acknowledge that you have inspected the Product and have found no patent defects. You hereby acknowledge that the Product purchased by you is in excellent condition and free of any damage.

All complaints about a Product must be made within the warranty period for that class of Product and must be accompanied with a duly issued and signed receipt from any of our stores.

RETURN AND REFUNDS

We have a strict return policy. Acceptance of returns shall be in accordance with the provisions of this Terms. You hereby acknowledge that you have been informed of our strict policy on returns and you hereby agree to adhere by it.

Notwithstanding the above, you may return any Products purchased from our store, provided that:

1. For brand new Products:
2. The Product exhibits latent fault, provided that such fault is unconnected to your use of the Product in any way inconsistent with the use of the Product and subject to our confirmation that such fault was not occasioned by your use of the Product in any way inconsistent with the use of the Product;

2. we may accept such return and replace the purchased product if the Product(s) is returned within the Brand New Warranty Period; and

3. you provide us with a duly issued and signed receipt from any of our stores; and

4. the Product is, as far as can be determined, returned in the same condition in which it was purchase (this paragraph shall only apply where the Product enjoys a warranty pursuant to the provisions of this Terms).

However, where the Product enjoys a warranty from the manufacturer or any person giving such warranty, and the warranty is such that the Product will be replaced or payment refunded, you hereby acknowledge that you shall only be entitled to any replacements made by the manufacturer, or any person giving such warranty and such warranty has been extended to you by us in writing at the time of purchasing the Product.

2. For foreign used Products:
3. The Product exhibits latent fault, provided that such fault is unconnected to your use of the Product in any way inconsistent with the use of the Product and subject to our confirmation that such fault was not occasioned by your use of the Product in any way inconsistent with the use of the Product;

2. we may accept such return and replace the purchased product if the Product(s) is returned within the Foreign-used Warranty Period;

3. you provide us with a duly issued receipt from any of our stores; and

4. the Product is, as far as can be determined, returned in the same condition in which it was purchase (this paragraph shall only apply where the Product enjoys a warranty pursuant to the provisions of this Terms).

Upon returning any Product, we may replace the Product within 5 (five) business days, provided that the Product(s) may be replaced where there are similar Products in stock. You hereby acknowledge that there is no guarantee that the exact or similar product shall be in stock at the time of return (in terms of colour and/or battery life, provided that the specifications of the Product and brand name are the same). Please note that any replacement shall be subject to this Terms. 

You hereby acknowledge that where a Product may be replaced with another Product in stock (regardless of colour and battery life, provided that the specifications of the Product and brand name are the same), you shall not, under any circumstances except as provided under this Terms, obtain a refund. Also, should you require a replacement (subject to the terms on replacement) and the product is out of stock and cannot be replaced within 5 (five) days, you hereby agree that Horley Tech may replace the Product within 21 (twenty-one) days. Where Horley Tech defaults in replacing the Product within 21 (twenty-one) days, you may request a refund. Horley Tech shall within 5 (five) days of receiving your request for a refund process and conclude a refund to you via the channel or process through which you made the payment.

Where a Product is sold with boxes or any other form of package, you agree that such Product may be replaced without any packaging.

You hereby agree that where you refuse to accept any replacement for any Product returned by you, Horley Tech shall have no liability in respect of the Product. You also agree that Horley Tech shall not be liable for the replacement product for as long as it is in our possession and you have defaulted, delayed or refused to collect it.

Where we have processed your complaint and making a replacement, we shall refund you the cost of dispatching the Product to us. We shall also bear the cost of dispatching the replacement Product to you, regardless of whether you are within or outside the Territory.

You hereby agree that we shall not be responsible for or make any refunds for the cost of dispatching the Product to us where the Product you dispatched to us is not under any warranty, or unqualified for replacements. We shall dispatch the Product back to you via the means or method you sent it and our liability and risks ceases upon delivery of the Product to the dispatch or logistics company or entity.

Where your complaint is received and we request that you provide us with the Product, you hereby agree to return such Product to us using GIG Logistics or DHL where you are effecting the return from outside the Territory, or any reputable dispatch entity where you are effecting a return from within the Territory. In the event you dispatch the Product using any other logistics service, you shall retain the risk and property in the Product until our confirmation of receipt of the Product. Also, where you are returning any Product to us (whether within or outside Territory), you shall retain the risk and property in the Product until our confirmation of receipt of the Product. A request for return of any Product under this paragraph is for investigative purposes only and there is no guarantee that we shall replace the Product upon receipt of the purchased Product by us.

You hereby acknowledge and agree that under no circumstances, except as provided under this Terms, shall you be entitled to any refund from Horley Tech.

NO CREDIT POLICY

We do not provide any credit to our customers for the purchase of our Products and utilization of our Services. Products shall only be made available to you upon payment of the complete sum. We may partner with third parties who may provide credit facilities and other asset finance services. However, we do not incorporate the terms and conditions of any third party providing credit facility or asset finance services. You agree to indemnify Horley Tech and hold Horley Tech harmless for your breach of any terms and conditions of any agreement with any third party.

RESTRICTIONS ON USE AND VISIT OF THE PLATFORM

You agree not to:

• use the Platform for committing fraud, embezzlement, money laundering, or for any unlawful and/or illegal purposes;
• to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform;
• upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable through the Platform;
• use the Platform to harm or injure any third party;
• impersonate any person or entity;
• upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email, transmit or otherwise make available on the Platform, any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• upload, post, email, transmit or otherwise make available on the Platform, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam”, “chain letters,” “pyramid schemes,” or any other form of solicitation;
• upload, post, email, transmit or otherwise make available on the Platform, any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• disrupt the normal flow of or otherwise act in a manner that negatively affects other user’s ability to engage in real time exchanges;
• interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
• intentionally or unintentionally violate any applicable local, state, national or international laws and any regulations having the force of law.

DELIVERY

When you order any Product from the Platform and request delivery of the purchased Product to your preferred location, Horley Tech retains the risk and liability in the product until you have acknowledged delivery by signing the acknowledgement form delivered together with the Product.

Horley Tech shall have no liability for any Products dispatched to you when you acknowledge receipt of the Product, and the Product shall only be returned subject to this Terms. For the avoidance of doubt, you shall have liability for the Product and assume all the risk associated with the Product upon signing (or procuring someone else to sign on your behalf) an acknowledgement of receipt (Acknowledgement of Receipt) form provided by us.

Notwithstanding the above, you may acknowledge receipt of any Product purchased when you confirm on our Platform or send any message (online or otherwise) confirming that you have received the Products and such confirmation or acknowledgement shall be conclusive proof of receipt of the Product.

You hereby agree that the cost of delivery shall be borne by you and shall be paid on or before dispatch of the Product to you (the “Delivery Fee”). Payment of Products purchased from us via the Platform will be dispatched upon confirmation of payment for the Product and Delivery Fee.

Where a Product is to be delivered within the Territory, we shall deliver same within 2 (two) business days (the “Delivery Period within Territory”). Where delivery of the Product cannot be made within the Delivery Period within the Territory, we shall give you a 5 (five) hour notice before the expiration of the second business day informing you of our inability to deliver. Where we are unable to make such delivery within the Delivery Period within Territory and default in giving you notice as stated above, we shall refund 50% of the Delivery Fee.

Where a Product is to be delivered outside the Territory, we shall deliver same within 5 (five) business days (the “Delivery Period outside Territory”). Where delivery of the Product cannot be made within the Delivery Period outside the Territory, we shall give you a 5 (five) hour notice before the expiration of the fifth business day informing you of our inability to deliver. Where we are unable to make such delivery within the Delivery Period outside Territory and default in giving you notice as stated above, we shall refund 50% of the Delivery Fee.

Delivery of the Product shall be at the address you provided us with. In any event you change the location for dispatch after we have dispatched the Product to you, you hereby agree to bear all necessary and reasonable cost to effect delivery at another location within the Territory. Also, you agree to bear the risk and assume all liability upon change of address for delivery after the Product has been dispatched. Where the change of location is somewhere outside the Territory, you agree to bear all costs to effect such delivery, and the liability and risks in the Product transfers to you at the point of dispatch.

PRIVACY POLICY AND PERSONAL INFORMATION

Kindly refer to the privacy policy (the “Privacy Policy”) provided on the Platform. Upon accepting these terms, you hereby agree that you have read the Privacy Policy and have consented to the terms of the Privacy Policy.

PROPRIETARY PROPERTIES OF HORLEY TECH 

You understand, acknowledge and agree that Horley Tech is the sole owner of all rights, title and interest, including any and all intellectual property rights in the Platform, Services, logos, trade names, brand names, designs and any necessary software used in connection with the Platform except for Third Party logos, trade names, brand names, designs, which applicable proprietary rights shall vest in the third parties accordingly.

There may be proprietary logos, service marks and trademarks found on the Platform whether owned/used by Horley Tech or otherwise. By displaying them on the Platform, Horley Tech is not granting you any license to utilize the proprietary logos, service marks, or trademarks. Any unauthorized use of the same may violate applicable intellectual property laws.

You understand and acknowledge that the Platform is owned by Horley Tech. Nothing under these Terms shall be deemed to be a transfer in ownership, rights, title, from Horley Tech to you or any third party, in the Platform. You are entitled to avail the Service and Products offered by Horley Tech.

LINKS TO THIRD PARTY 

The Platform may contain links to other websites owned and operated by third parties who are not related to the Platform (“Linked Websites“). The Linked Websites are not under the control of Horley Tech and Horley Tech shall not be responsible for the content of any Linked Websites or any hyperlink contained in a Linked Website and makes no representation or warranty with respect to the content of any such third-party sites.

The Platform provides these links to you as a convenience only and the inclusion of any link does not imply any endorsement of the Linked Website by Horley Tech. Your access or use of such Linked Website is entirely at your own risk. Any information contained on any Linked Website shall not by any means be incorporated under this Terms. Horley Tech shall not be a party to any transaction between you and the Linked Website. Your use of a Linked Website is subject to these terms and conditions of that respective Linked Website.

The Platform may also contain third party advertisements, if any. The display of such advertisements does not in any way imply an endorsement or recommendation by/of the relevant advertiser, its products or services. You shall independently refer to the relevant advertiser for all information regarding the advertisement and its products and/or services. Horley Tech accepts no responsibility for any interaction between you and the relevant third party and is released from any liability arising out of or in any way connected with such interaction.

ADDITIONAL SERVICE

You understand and acknowledge that by accepting these Terms, Horley Tech reserves the right to introduce you to a Third Party to provide additional Service that may expand your obligations under these terms and conditions. Horley Tech shall not be a party to any such additional services and you acknowledge that we make no representations or give any warranties in respect of the additional services.

DISCLAIMER OF WARRANTIES

You expressly understand and agree that your purchase of our Products and the utilization of our Services and the Platform is at your sole risk. Our Products and the Platform are provided on an “as is” and “as available” basis. Horley Tech expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, except as may be provided by the manufacturer, distributor, importer or any person providing such warranty. Any material downloaded or otherwise obtained through the access or use of the Platform is at your own discretion and risk and that you will be solely responsible for any damage to your computer system, electronic data or loss of data that results from the download of any such material. No advice or information, whether verbal or written, obtained by you from Horley Tech, for the Products or utilization of the service or through the Platform shall create any warranty not expressly stated in these Terms. You shall be solely responsible for the use, misuse, improper usage of the Platform. Horley Tech shall not be liable for any damages accruing out of the use of the Platform which have not been expressly stipulated under these Terms. The Company makes no warranty, including implied warranty, and expressly disclaims any obligation, that: (a) the Contents are and will be complete, Exhaustive, accurate or suitable to your requirements; (b) The Platform or the products will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis. 

INDEMNITY

You agree to indemnify and hold Horley Tech, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of (i) your violation of these Terms; (ii) your violation of any rights of other users of the Platform; (iii) your use or misuse of the Platform; and/or (iv) your violation of applicable laws.

We will indemnify you against all loss, liability or reasonable expense arising out of any claim brought by a third-party that the Platform infringes the Intellectual Property Rights owned or controlled by a third-party, to the extent that the alleged infringement is not based on: (a) a modification of the Platform by anyone other than us; (b) use of the Platform in combination with any software, hardware, network or system not supplied or approved by us if the alleged infringement relates to such combination; or (c) use of the Platform in a manner contrary to our instructions and/or the Documentation.

In the event of a potential indemnity obligation, you shall provide to us: (i) prompt written notice of the claim or a known threatened claim, such that our ability to defend the claim is not prejudiced; and (ii) control of, and reasonable assistance in, the defence and settlement of the claim, at our expense. Without our prior written consent, you shall not settle or consent to an adverse judgment in any such claim that adversely affects our rights or interests of or imposes additional obligations on us. 

FORCE MAJEURE

We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside of our reasonable control (“Force Majeure Event”).

A Force Majeure Event includes in particular (but 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, epidemic, pandemic or other natural disaster or Act of God; nuclear, chemical or biological contamination or sonic boom; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; the non-delivery or late delivery of products or Service to us by third parties; or any other event beyond a Party’s reasonable control.

Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.

LIMITATIONS OF LIABILITY

You expressly understand and agree that Horley Tech, including its directors, officers, employees, representatives or any person acting on its behalf, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Horley Tech has been advised of the possibility of such damages), resulting from; (a) use of the Products purchased, utilization of any or all of the Services or the inability to avail the Platform (b) any performance or non-performance by Horley Tech (c) any damages to or viruses that may infect your electronic devices or other property as the result of your access to the Platform or your downloading of any content from the Platform and (d) server failure or otherwise or in any way relating to the Platform.

NO PARTNERSHIP OR AGENCY

Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither Party will represent itself as agent, servant, franchisee, joint venturer or legal partner of the other. We are entering into these Terms as principal and not as agent for any other Affiliate company, and claims under these Terms may be brought only against us and not against any of our Affiliates. 

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the offerings on the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform or offerings on the Platform.

We cannot guarantee the Platform and offerings therein will be available at all times. We may experience hardware, software or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform and offerings therein at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform or the offerings therein during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or offerings or supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms shall be governed by and defined following the laws of the Federal Republic of Nigeria, and yourself irrevocably consent that the courts of the Federal Republic of Nigerian shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.

DISPUTE RESOLUTION

In the event of a dispute between the Parties regarding this Terms, its interpretation, performance or any other matter relating to this Terms, the Parties shall resolve such dispute by amicable negotiations. In the event any dispute cannot be resolved informally within 10 (ten) days of initializing discussions, the dispute or difference shall be escalated to the level of the Managing Officers of Horley Tech and you. If the managing officers and the customer are unable to resolve the dispute or difference by mutual agreement within twenty one (21) business days of holding consultations, either of the Parties may refer the matter for resolution by mediation in accordance with the Lagos State Multidoor Courthouse Rules and in accordance with this Clause, by serving a 10 (Ten) days’ notice (an “Mediation Notice”) on the other Party. The proceedings shall be held in Lagos State and shall be conducted in English language. Nothing contained in this Clause shall prevent either Party from obtaining interim or urgent relief from a Court of competent jurisdiction

Costs

The costs of the mediation shall be borne by the disputing Parties in equal shares, unless otherwise determined by the Lagos State Multidoor Courthouse or Court Panel.

SEVERABILITY

If any provision of this Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Terms and rendered ineffective as far as possible without modifying the remaining provisions of this Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of this Term. 

UNFAIR COMPETITION

You shall not use the Platform, documentation or any other materials provided by us from time to time, including but not being limited to our Intellectual Property Rights or Confidential Information, to build a competitive product, service or App or to benchmark with a product or service not provided by us.

CHANGE

The Company reserves the right to modify, change, substitute, remove, suspend or update these Terms and Conditions or any information thereof at any time by posting the updated Terms and Conditions on the Platform. Such changes shall be effective immediately upon such posting. Continued use of the Platform, subsequent to making the changes, shall be deemed to be your acceptance of the revised Terms.

VIOLATIONS

Please report any violations or grievances with relation to these Terms and Conditions to the Company at support@horleytech.com. 

NO PARTNERSHIP OR AGENCY

Each party is independent of the other, and neither party has any authority to act on behalf of the other. Neither Party swill represent itself as agent, servant, franchisee, joint venture or legal partner of the other. We are entering into these Terms and Conditions as principal and not as agent for any other affiliate company and claims under these Terms and Conditions may be brought only against us and not against any of our Affiliates.