Term & Conditions Page

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1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms and Conditions (“Terms”) govern access to and use of the SwiftFrame Marketplace platform (“Platform”), including all associated services, software, applications (web, Android, iOS), POS systems, ERP systems, APIs, and smart commerce solutions.

1.2 By registering, accessing, or using the Platform, you enter into a legally binding agreement with Shifting Frames Incorporated (Private) Limited (“Company”, “we”, “us”).

1.3 Under Zimbabwean contract law, these Terms are enforceable where users are given adequate notice and consent to them at the point of use.

2. NATURE OF THE PLATFORM

2.1 SwiftFrame Marketplace is an integrated commerce platform facilitating:

• B2B and B2C transactions
• Dropshipping and direct ecommerce
• POS and ERP integrations
• Logistics and fulfillment coordination

2.2 The Platform acts primarily as a technology intermediary, not a seller, manufacturer, or distributor of goods unless explicitly stated.

2.3 Transactions occur between independent Buyers and Sellers. The Company is not a party to the underlying sale contract.

3. USER ACCOUNTS AND ELIGIBILITY

3.1 Users must:

• Be legally capable of entering binding contracts
• Provide accurate and complete information
• Maintain confidentiality of login credentials

3.2 The Company reserves the right to suspend or terminate accounts for:

• Fraudulent activity
• Violation of these Terms
• Legal or regulatory non-compliance

4. ESCROW PAYMENT SYSTEM

4.1 All payments on the Platform operate under an Escrow Model:

• Buyer funds are held by the Platform or its designated payment partner
• Sellers receive payment only after buyer confirmation of satisfaction

4.2 The Platform acts as a payment facilitator, not a financial institution.

4.3 Funds may be delayed, reversed, or withheld where:

• Disputes arise
• Fraud is suspected
• Legal obligations require intervention

4.4 This escrow mechanism aligns with standard marketplace protections where funds are released only after fulfillment confirmation.

5. DROPSHIPPING AND FULFILLMENT

5.1 Sellers may fulfill orders via:

• Direct stock supply
• Third-party dropshipping networks

5.2 Sellers remain fully responsible for:

• Product quality
• Delivery timelines
• Legal compliance of goods

5.3 The Platform does not guarantee:

• Availability of stock
• Delivery performance
• Supplier reliability

6. PRODUCTS, PRICING, AND TAXES

6.1 Sellers must ensure:

• Accurate product descriptions
• Lawful goods compliant with applicable regulations
• Proper pricing and currency declarations

6.2 Sellers are responsible for:

• VAT, customs duties, and all applicable taxes
• Compliance with import/export regulations

7. INTERNATIONAL TRADE AND JURISDICTION

7.1 Zimbabwe Transactions

• Governed by the laws of the Republic of Zimbabwe
• Subject to local commercial and consumer protection principles

7.2 Regional and Global Transactions
Transactions may be subject to applicable laws including but not limited to:

• Southern Africa: Consumer protection and electronic transaction laws
• Africa: AfCFTA trade frameworks (where applicable)
• Europe: GDPR (data protection), consumer directives
• Americas: FTC and relevant federal/state laws
• Asia & Oceania: Local ecommerce, customs, and digital trade laws

7.3 Users are responsible for complying with all laws in their jurisdiction.

8. RETURNS, REFUNDS, AND DISPUTES

8.1 Buyers may:

• Inspect goods within a defined inspection period
• Raise disputes through the Platform

8.2 Refunds may be issued where:

• Goods are defective, misrepresented, or undelivered

8.3 The Platform may:

• Mediate disputes
• Reverse transactions
• Enforce seller obligations

8.4 Terms and Conditions typically define dispute resolution processes to avoid costly litigation and provide clarity for all parties.

9. USER OBLIGATIONS

Users agree not to:

• Engage in fraud, money laundering, or illegal trade
• Upload false or misleading information
• Violate intellectual property rights
• Interfere with platform infrastructure

10. INTELLECTUAL PROPERTY

10.1 All Platform content, including:

• Software
• Branding
• Logos
• System architecture

are owned by Shifting Frames Incorporated or licensed appropriately.

10.2 Users may not reproduce or exploit content without permission.

11. DATA PRIVACY AND SECURITY

11.1 The Platform processes personal data in accordance with:

• Zimbabwean data protection principles
• GDPR (for EU users)
• Other applicable data privacy laws

11.2 Users consent to:

• Collection and processing of transactional data
• Use of data for service improvement and compliance

12. LIMITATION OF LIABILITY

12.1 To the maximum extent permitted by law:

• The Platform is provided “as is” and “as available”
• We make no warranties regarding:
  • Product quality
  • Seller performance
  • Platform uptime

12.2 The Company shall not be liable for:

• Indirect or consequential losses
• Loss of profits, revenue, or goodwill
• Delays, delivery failures, or third-party actions

12.3 Liability is limited to:

• The total fees paid to the Platform within the preceding 12 months

12.4 Liability cannot be excluded where prohibited by law (e.g. fraud or gross negligence).

13. INDEMNITY

Users agree to indemnify and hold harmless the Company from:

• Claims arising from user conduct
• Breach of these Terms
• Violations of applicable laws

14. SERVICE AVAILABILITY

14.1 The Platform does not guarantee:

• Continuous uptime
• Error-free operation

14.2 Services may be modified, suspended, or discontinued at any time.

15. TERMINATION

15.1 The Company may:

• Suspend or terminate access without notice
• Remove listings or accounts

15.2 Users may terminate their account at any time.

16. FORCE MAJEURE

The Company shall not be liable for failure or delay caused by:

• Natural disasters
• Government actions
• Infrastructure failures
• Events beyond reasonable control

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Zimbabwe-based disputes:

• Governed by Zimbabwean law
• Subject to jurisdiction of Zimbabwean courts

17.2 International disputes:

• May be resolved via arbitration or relevant jurisdiction depending on transaction

17.3 Parties agree to attempt amicable resolution before litigation.

18. AMENDMENTS

18.1 The Company reserves the right to modify these Terms at any time.

18.2 Continued use constitutes acceptance of updated Terms.

19. ENTIRE AGREEMENT

These Terms constitute the entire agreement between users and the Company regarding Platform use.