TERMS OF USE

Terms of Use Agreement

 
Welcome to the www..com Terms of Use Agreement (the "Agreement"). This Agreement describes the terms and conditions applicable to your use of the .com web site (VGRD) and services available under the domain http://www..com (the "Site"). This Agreement is entered into between you as the user of the Site (the "User") and VGRD.

1. Application of and Acceptance of Terms and Conditions.

1.1 For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with VGRD as a registered user or whether such User is a paying customer for a specific service provided by VGRD. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.

1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User, and you shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.

1.3 VGRD may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by .com of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorised officer of VGRD.

2. Premium Services

2.1 Access to the Site and some features are provided to all Users free of charge. VGRD reserves the right, without prior notice, to restrict access to certain areas or features of the Site.

2.2 VGRD reserves the right to deny Premium Services to any User for whatever reason in order to protect VGRD's interests.
 
3. Users Generally

3.1 Each User agrees that it shall not copy, reproduce or download any information, text, images, directories, files, databases or listings available on or through the Site (the "VGRD Content") for the purpose of re-selling or re-distributing the VGRD Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with VGRD, or otherwise commercially exploiting the VGRD Content. Systematic retrieval of VGRD Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from VGRD is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

3.2 Some of the VGRD content displayed on this Site is provided by its upstream providers of products and services. These providers are termed as third parties ("Third Party Content"). Any Third-Party Content is the sole responsibility of the party who provided the content. VGRD is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third-Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, VGRD is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.

3.3 VGRD may allow Users access to content, products or services offered by third parties through hyperlinks to such third party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites. User acknowledges that VGRD has no control over such third party's web site, does not monitor such sites, and VGRN shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.

3.4 Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 4.4 below.

3.5 VGRD reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall VGRD be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.

3.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used VGRD and/or any other User and no User shall attempt to gain unauthorised access to such computer systems or networks.

3.7 We urge that you read VGRD’s Privacy Policy which governs the protection and use of each User's information in VGRD's possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto.
 
4. Registered Users

4.1 For terms applicable to unregistered users refer to section 5 of this Agreement.
Each User who has filled out an on-line registration form on the Site by giving its information (such as organisation name, username, address, telephone and fax number, email address, details of its business, etc.) is a registered user of VGRD (a "Registered User"). VGRD will establish an account ("Account") for each Registered User and each Registered User will be assigned a user alias ("ID") and password ("Password") for log-in access to its own Account.

4.2 If the Registered User is a business entity, you represent that:

(i) You have the authority to bind the entity to this Agreement;
(ii) The address you use when registering is the principal place of business of such business entity and is not a PO Box address; and
(iii) all other information submitted to VGRD during the registration process is true, accurate, current and complete.

For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.

4.3 VGRD may suspend or terminate a Registered User's Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if:

(i) In VGRD’s determination, there is any breach of the provisions of this Agreement by the Registered User; or
(ii) VGRD has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or
(iii) VGRD believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, VGRD's other Users, or VGRD or its affiliates.

4.3 A Registered User may not use our services for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any kind or nature. Further, a Registered User shall not publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Each incident breaching this term will result in the immediate suspension of the Registered User's account, and Legal actions may be taken.
 
4.4 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, ID or Password to a third party without the prior written consent of VGRD. VGRD may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.

4.5 VGRD may refuse registration and deny the issuance of an Account and associated Member ID and Password to any User for whatever reason.

4.7 All Registered Users agree to receive occasional service update emails. These emails are sent to inform registered users of the latest updates to our service. A Registered User agrees to receive these emails as part of the service.
 
4.11 A Registered User is also bound by our Affiliate Program terms. A Registered User may receive affiliate links, which can be used to promote VGRN. Each affiliate link creates a cookie on the referral machine, which will expire after 30 days from the first visit.
 
5. Information on VGRD Platform provided by the Merchant (VGRD)

This section refers to information on product details on the website.

5.1 The Merchant hereby represents, warrants and agrees that information displayed on the site is true, accurate, current and complete; and VGRD will maintain and promptly amend all information to keep it true, accurate, current and complete. The merchant hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license for management to display and use all information provided in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.

5.2 The merchant hereby represents, warrants and agrees that it has obtained all necessary third-party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides management the authority to display same. (Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site (including but not limited to rights of personality and rights of privacy), or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights.") The merchant hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to management or authorizes to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. The merchant hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third-Party Rights.
 
5.3 The merchant hereby represents, warrants and agrees that information submitted  for display on the Site shall not:

(i) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

(ii) be part of a scheme to defraud other Users of the Site or for any other unlawful purpose relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third-Party Rights; violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); be defamatory, libellous, unlawfully threatening or unlawfully harassing;be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation; solicit business from any Users in connection with a commercial activity that competes with VGRN; contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or otherwise create any liability for VGRD or its affiliates.

5.4 Management reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject VGRD to liability, violates this Agreement or is otherwise found inappropriate in VGRD's opinion. VGRD reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrong doing. Further, VGRN may disclose the Merchant's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and VGRD shall not be liable for damages or results thereof and the merchant agrees not to bring any action or claim against VGRD for such disclosure. In connection with any of the foregoing, VGRD may suspend or terminate the Account of any User as VGRD deems appropriate in its sole discretion. The merchant agrees that VGRD shall have no liability to the merchant, including no liability for consequential or any other damages, in the event VGRD takes any of the actions mentioned in this Section, and that the merchant agrees to bear the risk that VGRD may take such actions.

6. Transactions between Buyers and Suppliers

6.1Through the Site, VGRD provides an electronic web-based platform for exchanging information between buyers and Supplier’s products and services. VGRD being the representative of suppliers of products and services made available on the platform. VGRD deals with its upstream providers who are basically international branded products and services which may, in turn, be distributed through their local distributors with whom VGRD has formalised reseller agreements.

6.2 VGRD relies upon its upstream providers of products and services, through well-known international brands, models and manufacturers. Warranties and guarantees of the products and services on the platform are the responsibilities of their respective brand owners and the manufacturers.
 
7. Limitation of Liability

7.1 The features and services on the VGRD site are provided on an "as is" and "as available" basis, and VGRD hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.

7.2 VGRD makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the site. VGRD does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights; and VGRD makes no representations or warranties of any kind concerning any product or service offered or displayed on the VGRD site.

7.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from VGRD or through or from the Site shall create any warranty not expressly stated herein.

7.4 Under no circumstances shall VGRD be held liable for a delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

7.5 Each User hereby agrees to indemnify and save VGRD, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save VGRD, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to VGRD, including but not limited to those set forth in above sections. Each User hereby further agrees to indemnify and save VGRD, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that VGRD is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. VGRD reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with VGRD in asserting any available defenses.

7.6 VGRD shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:

(i) the use or the inability to use the Site;
(ii) any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
(iii) violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
(iv) unauthorised access by third parties to data or private information of any User;
(v) statements or conduct of any User of the Site; or
(vi) any matters relating to Services however arising, including negligence.

 
8. Intellectual Property Rights

8.1 VGRD is the sole owner or lawful licensee of all the rights to the Site and the VGRD Content. The Site VGRD Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and VGRD Content shall remain with VGRD, its affiliates or licensors of the VGRN Content, as the case may be. All rights not otherwise claimed under this Agreement or by VGRD are hereby reserved.

8.2 "VGRD", and related icons and logos are trademarks or service marks of VGRD and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.


9. Notices

9.1 All notices or demands to or upon VGRN shall be effective if in writing and shall be duly made when sent to VGRD in the following manner:
     To The Manager, VGR Distribution Ltd, 1st floor, Buswell Commercial Centre, St Jean Road, Quatre Bornes, Mauritius.

9.2 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to VGRD, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:

(i) VGRN is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
(ii) Immediately upon VGRD’s posting such notice on an area of the Site that is publicly accessible without charge.

 
9.3 Legal Notice

VGRD operates a complaints' handling procedure which will be used, as far as possible, to try to solve issues when they first arise. In this context, please contact us if you have any complaints or suggestions. In the case of suggestions, you accept through your submissions that we may use them without compensating you for them.
 
The terms and conditions found on the Website shall be governed by the laws of Mauritius and any legal disputes arising from the terms and conditions of use are to be settled according to the laws of Mauritius. In the case of a mishandled complaint giving rise to a claim on behalf of the user, the latter may have recourse to different procedures for remediation of the situation. The user should first refer the matter to the Management of VGRN for resolution and follow up. If the matter cannot be escalated to the Management level or cannot be resolved at such level, the User may, at his discretion, either refer the matter to the Information Communication and Technology Authority (ICTA) or have recourse to the dispute and arbitration method provided by the Mauritius Chamber of Commerce and Industry (MCCI). If no redress is obtained from any of these methods, the User may initiate legal proceedings by seizing the Court of relevant jurisdiction. All costs of legal proceedings will be borne by the party against whom judgment is given.

 
10. Return and Refund Policy
 
10.1 Sales Return
We recommend our users in general to properly check on the site in terms of look, size, colour and specifications of the items they are buying on VGRD portal/platform. For the benefit and well-being of our users, customers and the communities, we extend exceptional possibility to return product purchased provided by terms described below in section 10.4 (terms of sales return)
 
10.2 Exchange of Products
Again, as described in Sales Return in section 10.1 above, the same policy applies. The possibility of exchange may be considered if the conditions as per section 10.5 (terms of exchange) applies.
 
10.3 Refund Policy
If a sales return has been approved as per above section 10.1, then a refund will be made to the customer. The refund process may take a few days to complete but should not be more than 10(ten) working days. Refund can only be done to the party or person who initiated the payment, initially.
 
10.4 Terms of Sales Return
For a product to be considered for a possible return the following applies:

(i) The user must have good valid reasons for consideration;
(ii) The product must be in its original packing, untampered, undamaged, unscratched and should not show any sign of usage, wear and tear;
(iii) For electronics products, it should not have been tampered with or being open by any technician or third party;
(iv) All contents provided in the list should be intact.
(v) Request for return should be made within 10 days from product receipt date but cannot be later than 20 days from invoice date;
(vi) If all above points have been achieved, management may grant the total refund, otherwise, refund may be rejected or claims on any damage be made before any refund could be made.

10.5 Terms for exchange
Taking into consideration that one may takes all the necessary precautions before a purchase, there are conditions exchange may be considered. For any exchange to be entertained, the following needs to be respected:

(i) The user must have good valid reasons for consideration;
(ii) The product must be in its original packing, untampered, undamaged, unscratched and should not show any sign of usage, wear and tear;
(iii) For electronics products, it should not have been tampered with or being open by any technician or third party;
(iv) All contents provided in the list should be intact.
(v) Request for exchange should be made within 10 days from product receipt date but cannot be later than 20 days from invoice date;
(vi) Exchange of product may be acceded to by management if above points are true and correct;
(vii) The new product requested is in stock;
(viii) If requested product is not in stock, a credit note will be issued to the user/purchaser for delivery of requested product upon arrival;
(ix) The user or purchaser may be charged for additional costs involved in the exchange within market value of the product.

 
11. General

11.1 This Agreement and the Privacy Policy constitute the entire agreement between the User and VGRD with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein.

11.2 VGRD and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

11.3 If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

11.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

11.5 VGRD's failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives VGRD’s right to act with respect with subsequent or similar breaches.

11.6 VGRD shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity.

11.7 This website is the property of VGR Distribution Ltd.