IMPORTANT – PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE AVPA WEBSITE. THESE TERMS OF USE ARE AN IMPORTANT LEGAL DOCUMENT AND BY ACCESSING AND USING THE WEBSITE, YOU, AS A USER OF THE WEBSITE AGREE THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO BE BOUND BY, AND COMPLY WITH, THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN, PLEASE DO NOT ACCESS OR USE THE WEBSITE.
This website is made available by the African Venture Philanthropy Alliance Limited (AVPA), a NPO registered in accordance with the laws of the Republic of Kenya under company number CLG-R9FMM6, which is located at the following url: www.avpa.africa.
AVPA developed the deal share platform (the Platform) which is made available via this website to subscribers (Subscribers). Access to, and use of, the Platform is restricted to AVPA Members and Subscribers. If you are not a Subscriber or an AVPA Member you will not have access to the Platform.
DISCLAIMER
IN ADDITION TO THE DISCLAIMERS SET OUT IN THE PARAGRAPHS THAT DIRECTLY FOLLOW, IMPORTANT DISCLAIMERS ARE SET OUT IN THE BODY OF THESE TERMS OF USE. PLEASE READ ALL DISCLAIMERS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE.
AVPA does not provide personal investment, financial or legal advice nor does it advocate the purchase or sale of any security or investment, or the use of any financial or legal strategy. AVPA is not and does not function as an agent, banker, broker, escrow agent, capital markets intermediary or moneylender under any circumstances, and is not involved in any way in the actual provision (or procuring) of any donation(s), fund(s), investment(s), loan(s) and/or service(s).
AVPA is not and cannot be held responsible and/or liable for the information or material uploaded onto, published and maintained on the website and/or any loss arising from your or any user or other person’s access, use and/or reliance on the website or the information.
- BY USING THE WEBSITE YOU ACCEPT THESE TERMS
1.1 By accessing and using the website, you agree that you have read, understood, accept and agree to be bound by, and to comply with, these terms and conditions of use (Terms). These Terms constitute a legal contract and binding agreement between you and AVPA, and govern your access to and use of the website. If you do not agree to be bound by all terms and conditions contained herein, please do not access or use the website.
1.2 You are also responsible for ensuring that all persons who access the website through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them. - THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
2.1 Certain users of the website are AVPA Members or Subscribers and, if you are an AVPA Member or Subscriber, additional terms apply to you as follows:
2.1.1 Subscribers to the Platform may access and use the Platform on the terms and conditions for use, which are available at [INSERT]; and
2.1.2 AVPA Members may also access restricted content made available by AVPA (if any) via the Platform or the website from time to time in such manner as may be prescribed by AVPA. - WE MAY MAKE CHANGES TO THESE TERMS AND/OR THE WEBSITE
AVPA reserves the right, at its sole discretion, to change, modify and/or vary these Terms and/or its policies relating to the website, and the use thereof, at any time as it deems fit, whether in whole or in part, without providing you with any reason. Such modifications, variations and or changes to these Terms shall be effective upon the posting of an updated version of the Terms on the website, or notified to you via email. The latest of the updates shall prevail over these Terms in the event of any inconsistency. It is your responsibility to review these Terms regularly, and your continued access or use of the website constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you may not continue using the website. AVPA also reserves the right, at its sole discretion, to change, modify, vary, suspend, withdraw or terminate access to the website, at any time as it deems fit, whether in whole or in part, without providing any reason. To the extent permitted by applicable laws, we will notify you in advance of such change, modification, variation, suspension, withdrawal or termination. - PRIVACY POLICY AND PERSONAL DATA PROTECTION
4.1 AVPA will mainly process your personal data as a user of the website for the proper functioning of the website. Under applicable data protection laws, AVPA is required to provide certain information about AVPA, how and for what purposes it processes personal data, the rights of data subjects in relation to personal data and how to exercise them. This information is provided in AVPA’s Privacy Policy, which is available at www.avpa.africa/privacy-policy/ .
4.2 AVPA will comply with its Privacy Policy relating to the privacy and processing of personal data.
4.3 By using the Platform, you consent to the Privacy Policy relating to the use of personal data. - COOKIES
5.1 AVPA uses cookies to distinguish you from other users of the website. This helps us to provide you with a good experience when you use the website and allows us to improve the website and the services we provide.
5.2 A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree to the use of cookies. Cookies contain information that is transferred to your computer’s hard drive.
5.3 AVPA may share information collected by cookies with third party service providers for the purpose of tracking and collecting analytics in relation to your website usage. The tracking and collection of such analytics will be conducted in accordance with applicable laws.
5.4 You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of the website. - DO NOT RELY ON INFORMATION OR LINKS ON THE WEBSITE
6.1 The content on the website is provided for general information only. It is not intended to amount to advice on which you should rely. If you take, or refrain from taking, any action based on the content on the website, you do so at your sole discretion and risk.
6.2 Where the website contains links to other websites and resources provided by third parties, these links are provided for your information only. The presence of such links should not be interpreted as approval by AVPA of those linked websites or information you may obtain from them. AVPA has no control over the contents of those sites or resources and they are accessed at your own risk and subject to the terms and conditions of the relevant linked third party site. APVA does not accept any responsibility or liability for policies whatsoever as we have no control over them.
6.3 Although, where applicable, AVPA makes reasonable efforts to update the information on the website, AVPA makes no representations, warranties or guarantees, whether express or implied, that the information on the website is accurate, complete or up to date.
6.4 The website as a Free Service
6.4.1 Access to, and use of the website, is a free service provided by AVPA.
6.4.2 AVPA Members/Subscribers may be charged a fee for accessing restricted content made available by AVPA (if any) via the website or other services made available off the website from time to time in such manner as may be prescribed by AVPA. - INTELLECTUAL PROPERTY RIGHTS
AVPA is the owner or the licensee of all intellectual property rights in and to the website. Except as expressly stated herein, these Terms do not grant you any rights to, under or in any patents, copyright, designs, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the website. All such rights are reserved. You may not reproduce, duplicate, copy or re-sell any part of the website. - CODE OF CONDUCT
8.1 You may only use the website for lawful purposes. You may not use the website in any way that breaches any applicable local, national or international law or regulation or that is unlawful or fraudulent or has any illegal, unlawful or fraudulent purpose or effect.
8.2 Prohibited uses
8.2.1 You expressly agree and warrant that you shall comply with all applicable laws and regulations with respect of your activities under these Terms. You further agree and warrant that you shall not:
8.2.1.1 access or use the website:
8.2.1.1.1 to annoy, pester, stalk or otherwise harass another person;
8.2.1.1.2 to collect, compile, upload, make available or store data or information about any third party without their express written consent;
8.2.1.1.3 to impersonate another person;
8.2.1.1.4 for the purpose of harming or attempting to harm minors in any way;
8.2.1.1.5 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
8.2.1.1.6 for any purposes that are abusive, defamatory, harmful, hateful, inappropriate, indecent, invasive, obscene, objectionable, offensive, oppressive, threatening, vulgar, unlawful or in breach of any applicable law;
8.2.1.2 except as may be allowed by any applicable law which is incapable of exclusion by agreement:
8.2.1.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the website in any form or media or by any means;
8.2.1.2.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the website; or
8.2.1.2.3 access all or any part of the website in order to build a product or service which competes with the services provided by AVPA;
8.2.1.3 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the website available to any third party; or
8.2.1.4 attempt to obtain, or assist third parties in obtaining, access to the website, other than as provided in these Terms.
8.2.2 AVPA reserves the right, without liability or prejudice to its other rights under these Terms, to terminate or disable your access to the website if you breach the provisions of this clause 8.
8.2.3 You will be liable to, and hereby indemnify, AVPA for any breach of this clause 8.2.3. This means you will be responsible for any loss or damage AVPA suffers as a result of your breach.
8.3 Linking
8.3.1 You may link to AVPA’s home page provided you do so in a way that is fair and legal and does not damage AVPA’s reputation or take advantage of it.
8.3.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on AVPA’s part where none exists.
8.3.3 You must not establish a link to the website in any website that is not owned by you, unless you have permission to do so.
8.3.4 The website must not be framed on any other site.
8.3.5 AVPA reserves the right to withdraw linking permission without notice. - VIRUSES
9.1 AVPA does not guarantee that the website will be secure or free from bugs or viruses.
9.2 You are responsible for configuring your information technology, computer programmes and platform to access the website. You should use your own virus protection software.
9.3 You must not misuse the website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the website, the server on which the website is stored, or any server, computer or database connected to the website. You must not attack the website via a denial-of-service attack or a distributed denial-of service attack. If you breach this clause 9.3, your right to use the website will cease immediately. - WARRANTIES, INDEMNITIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY
10.1 Users’ warranties and indemnities
10.1.1 In addition to the warranties set out in these Terms, you expressly represent, warrant and guarantee that:
10.1.1.1 you have the legal capacity to enter into, perform and deliver these Terms, and to perform your obligations under these Terms;
10.1.1.2 there is no action, claim, proceeding or suit at law, or before any court, tribunal, governmental body, agency or official or any arbitrator (whether pending or threatened) that is likely to affect the legality, validity or enforceability of these Terms, or affect your ability to perform your obligations under these Terms; and
10.1.1.3 you access and use the website and/or the information out of your own free will with full knowledge of all risks involved, and thereby accept all responsibility and risk on “as is” and “as available” basis to the maximum extent allowed by applicable law.
10.1.2 To the full extent permitted by the applicable law, you will be liable to, and indemnify, defend and hold harmless AVPA and its officers, directors, employees, agents and representatives alike from any and all claims, suits, demands, liabilities, expenses (including attorneys’ fees and other legal costs) and/or all direct, indirect, incidental, special, exemplary or consequential damages and/or loss (including regulatory penalties, lost profits business or revenue, loss of investments, business opportunity or other economic advantages, lost goodwill, data or other intangible losses, personal injury or property damage) related to, in connection with, or otherwise resulting from arising out of or in connection with:
10.1.2.1 your access to, use of and reliance on the website and/or the information in breach of these Terms;
10.1.2.2 your breach or violation of the applicable law, whether or not referenced herein;
10.1.2.3 your breach of, violation of, or failure to fulfil your obligations under these Terms; and/or
10.1.2.4 your violations of any rights of third parties. - ADDITIONAL DISCLAIMERS
11.1 AVPA expressly and specifically disclaims to the extent permitted by applicable laws, and you expressly and specifically acknowledge and accept such disclaimers of, all representations, warranties and guarantees, whether express, implied or statutory, unless these Terms expressly state otherwise. This includes the reliability, fitness, timeliness, quality, availability, completeness or non-infringement of the website and/or the information.
11.2 The website and the information are provided strictly on an “as is” and “as available” basis, and you therefore expressly agree that the entire risk arising out of your access to, and/or use of and/or reliance on, the website and the information remain solely and absolutely with you to the maximum extent permitted under applicable law (for the avoidance of doubt, any reliance on this website or the information amounts to a breach of the terms of these Terms). In particular, you acknowledge and accept the specific and limited nature of the information and its permitted use and the according responsibilities and liabilities as stated in these Terms.
11.3 AVPA does not warrant that: (i) your use of the website will be uninterrupted or error-free; (ii) the website, any documentation and/or the information that you obtain through the website will meet your requirements; (iii) the website will be free from vulnerabilities, bugs or viruses; or (iv) the website will comply with any cybersecurity requirements that are applicable to you, but not to AVPA.
11.4 AVPA is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. - LIMITATION OF LIABILITY
12.1 Subject to clause 12.2.3 below, AVPA shall not be liable for any and all direct, indirect, incidental, special, exemplary, punitive or consequential damages and/or loss, regulatory penalties, lost profits business or revenue, loss of investments, business opportunity or other economic advantages, lost goodwill, data or other intangible losses, personal injury or property damage related to, in connection with, or otherwise resulting from any access, use or reliance on the website and/or the information or howsoever arising under these Terms (including breach thereof) to the full extent permitted under the applicable law. This is applicable even if AVPA has been advised of the possibility of such damage, liability and/or losses.
12.2 Without limiting the foregoing, AVPA shall not be liable for any damage, liability whether in contract, delict, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with or losses arising out of:
12.2.1.1 your access to, use of or reliance on the website and/or the information;
12.2.1.2 your inability to access or use the website and/or the information;
12.2.1.3 errors, defects, malware and viruses which may be accessible on the website;
12.2.1.4 a force majeure event, including an act of God or any event beyond the reasonable control of AVPA; and/or
12.2.2 Without limiting the provisions of clauses 12.1 and 12.2 above, and only to the extent that AVPA’s liability cannot be excluded under applicable laws, AVPA’s total aggregate liability to you in respect of any and all claims or losses shall be limited to USD100.
12.2.3 Nothing in these Terms shall limit or exclude a party’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (ii) fraud, fraudulent misrepresentation or wilful misconduct; (iii) claims for which a party is indemnified; or (iv) any other liability which cannot be limited or excluded by applicable law.
12.3 The provisions of this clause 12 shall survive the termination of these Terms for any reason. - GENERAL
13.1 Governing Law. The validity of these Terms, its interpretation, the respective rights and obligations of the parties and all other matters arising in any way out of or in connection with it or its expiration or earlier termination for any reason shall be determined in accordance with the laws of the Republic of Kenya
13.2 Dispute Resolution. In the event of any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the website, the information, your uploading of any information on the website and all such information uploaded on the website, or these Terms, including those relating to its validity, its construction or its enforceability (Dispute), the parties undertake that they shall seek to have the Dispute resolved amicably by mediation. All rights of the parties in respect of the Dispute are and shall remain fully reserved. The entire mediation shall be strictly confidential to the parties. The venue of the mediation shall be Nairobi, Kenya, in the English language. Each party shall bear their own respective costs incurred in the mediation regardless of the outcome of the mediation. If the Dispute is not resolved to the satisfaction of either parties within 60 days of service of the notice initiating mediation, or if either party fails or refuses to participate in the mediation, of if either party serves written notice terminating the mediation under this clause, then either party may refer the Dispute to arbitration in accordance with UNCITRAL Arbitration Rules in force at the time of the Dispute. The arbitration shall be conducted by a sole arbitrator appointed by the mutual agreement of the parties. Should the parties be unable to agree on an arbitrator, the appointing authority in terms of the UNCITRAL Arbitration Rules shall be the Chairperson of Chartered Institute of Arbitrators, Kenya (CIArb). The seat and venue of the arbitration shall be Nairobi, Kenya in the English language, and the fees of the arbitrator shall be borne equally by the parties, provided that the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The governing procedural law of the arbitration shall be the law of Kenya (unless otherwise agreed between us). The arbitrator shall have the same remedial powers as a court of law in Kenya would have, were it adjudicating the Dispute. The arbitrator shall deliver an award together with written reasons within 20 business days from the date upon which the arbitration ends. The decision of the arbitrator shall be final and binding.
13.3 Jurisdiction. The parties consent and submit to the non-exclusive jurisdiction of the courts of the Republic of Kenya in any dispute arising from or in connection with these Terms.
13.4 Force Majeure. AVPA shall not be in breach of these Terms nor be liable for delay in performing, or failure to perform, any of its obligations under these Terms or any disruption to the website if such delay, failure or disruption results from any exceptional event or circumstance beyond its reasonable control, including without limitation, any of the following: act of God, governmental act, pandemic, war, fire, flood, explosion, industrial dispute (not being an industrial dispute involving the employees of AVPA) or civil commotion (Force Majeure Event) despite having taken all reasonable steps to prevent such delay or failure. In such circumstances AVPA shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, AVPA may terminate these Terms with immediate effect.
13.5 Term and Termination.
13.5.1 These Terms, as a contract between AVPA and you, remain in place for the duration of your access or use of the website. Notwithstanding the aforegoing, AVPA reserves the right to immediately terminate these Terms or your access to and use of the website, or generally cease offering or deny access to the website, whether in whole or in part, without providing any reason. Where practically possible and permissible, AVPA shall give you notice of the aforegoing. This shall not limit AVPA’s right to take any other action against you that AVPA considers appropriate to defend AVPA’s rights or the rights of any other person.
13.5.2 You shall not, in any capacity, be entitled to any compensation, indemnity, right or any recourse of similar nature for any such termination, restriction, suspension or alike as listed above in clause 3.1 and clause 13.5.
13.6 Rights and remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
13.7 No partnership, agency or joint venture. Unless otherwise expressly provided, nothing in this these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.8 Assignment. You may not assign, cede, delegate or otherwise transfer or deal with these Terms or any of your rights and obligations under it without the prior written consent of AVPA. AVPA may at any time assign, cede, delegate or otherwise transfer or deal any of its rights or obligations under these Terms.
13.9 Entire Agreement. These Terms contain the entire agreement and understanding between the parties and supersedes any prior written or oral agreement between them in relation to the matters dealt with in these Terms. Save as expressly provided for in these Terms, neither party shall have any claim or right arising from any undertaking, representation or warranty not included in these Terms.
13.10 Waiver. Any failure by any party to exercise or delay by any party in exercising its rights or remedies provided under these Terms by law does not constitute a waiver of that or any other right or remedy and does not prevent, limit or restrict the future exercise or enforceability of that or any other rights or remedies. No single or partial exercise of any right or remedy provided under these Terms or by law prevents or restricts the further exercise of that or any other right or remedy.
13.11 Severance. If any provision of these Terms which is not material to its efficacy as a whole, is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties shall endeavour in good faith to agree an alternative provision to the void, illegal or unenforceable provision.
13.12 Successors Bound. These Terms shall be binding and shall inure for the benefit of the successors and permitted personal representatives (as the case may be) of each of the parties.
13.13 Survival of rights, duties and obligations. Termination of these Terms for any cause shall not release a party from any liability which at the time of termination has already accrued to such party or which thereafter may accrue in respect of any act or omission prior to such termination. - WHO WE ARE AND HOW TO CONTACT US
14.1 AVPA is registered in accordance with the laws of Kenya under company number CLG-R9FMM6 and has its registered office at P.O BOX 764 – 00606 – SARIT CENTRE.
14.2 AVPA will accept legal service of documents at P.O BOX 764 – 00606 – SARIT CENTRE.
14.3 To contact AVPA, please email info@avpa.africa.
