Terms of Service

1 · Definitions and interpretation

1.1 In these Terms, unless the context otherwise requires:

• "Company", "we", "us" or "our" means REE LIMITED COMPANY, a company incorporated under the laws of the Republic of Ghana with registration number CS018200126, whose registered office is at Nii Kokey Baale Avenue 21, Accra, Ghana.
• "Platform" or "REEGo" means the REEGo website, together with any application, page or service operated by the Company under that name.
• "User" or "you" means any person who accesses or uses the Platform, whether or not registered.
• "Buyer" means a User who uses the Platform to discover, contact or engage a Designer or a Seller.
• "Designer" means a User who offers bespoke design, tailoring or making services through the Platform.
• "Seller" means a User who lists goods on Market Place.
• "Provider" means a Designer or a Seller, or both.
• "Content" means any photograph, text, price, listing, message, review or other material submitted to the Platform by a User.
• "Subscription" means a paid subscription to REEGo Studio offered by the Company to Designers.
• "User Transaction" means any contract, arrangement or dealing entered into between a Buyer and a Provider, whether concluded on or off the Platform.

1.2 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. "Including" means including without limitation.

1.3 A reference to any legislation includes that legislation as amended or replaced from time to time.

2 · Acceptance of these Terms

2.1 These Terms constitute a legally binding agreement between you and the Company governing your access to and use of the Platform.

2.2 By accessing the Platform, registering an account, or submitting any Content, you confirm that you have read, understood and agree to be bound by these Terms and by the Privacy Policy and the Refund Policy, each of which is incorporated into these Terms by reference.

2.3 If you do not agree to these Terms, you must not access or use the Platform.

3 · Eligibility and account registration

3.1 You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract in order to register an account.

3.2 You may hold one account only. You shall provide information that is true, accurate, current and complete, and shall keep it updated.

3.3 You are responsible for maintaining the confidentiality of your account credentials and for all activity conducted through your account. You shall notify the Company without undue delay upon becoming aware of any unauthorised access.

3.4 You shall not sell, transfer, licence or otherwise make your account available to any other person.

3.5 The Company may verify a registered telephone number or electronic mail address by one-time code before enabling certain functions.

4 · Nature of the Platform and the role of the Company

4.1 The Platform is a discovery, listing and referral service. Its function is to enable Buyers to find Providers, to view their work, and to communicate with them directly.

4.2 The Company is not a party to any User Transaction. Any contract for the supply of goods or services discovered through the Platform is formed exclusively between the Buyer and the Provider. The Company acts neither as agent, broker, trustee, escrow agent, insurer nor guarantor for any User.

4.3 The Company does not receive, hold, transmit or otherwise handle any sum payable under a User Transaction. There is no checkout, payment gateway or settlement facility on the Platform for User Transactions. Consideration passes directly from the Buyer to the Provider by means the parties agree between themselves. The payments which the Company does process, being Subscription fees and delivery fees, are described in clause 10.

4.4 The Company does not manufacture, inspect, store, insure or perform any bespoke work, and does not dispatch or deliver any goods save where a User has requested a delivery under clause 9.6 and the Company has accepted that request. Such a delivery is optional in every case.

4.5 The Company charges no commission, levy or percentage on any User Transaction. The Company's revenue derives from Subscriptions, from delivery fees in respect of deliveries the Company arranges, and from advertising, as described in clause 10.

4.6 Listings and profiles are published by Users. The Company does not verify, and gives no warranty as to, the existence, quality, safety, legality or description of any goods or services offered, nor the accuracy of any statement made by a User, nor the ability or willingness of any User to complete a User Transaction.

5 · Obligations of Buyers

5.1 The Company having no involvement in a User Transaction, the Buyer assumes responsibility for exercising due diligence in respect of any Provider with whom the Buyer chooses to deal, and for satisfying itself as to the identity, reputation, competence and terms of that Provider before any payment is made or any commitment given.

5.2 Prior to the commencement of any bespoke work, the Buyer shall agree with the Provider, in a durable and recorded form, at minimum: the price; the amount and treatment of any deposit; the schedule of fittings; the date for completion; and responsibility for the cost of any delivery.

5.3 The Buyer acknowledges the advisories set out below and accepts that a failure to observe them materially increases the risk of loss, which loss the Company is not in a position to make good.

6 · Obligations of Designers

6.1 A Designer shall publish only work which that Designer has performed or in which that Designer holds the necessary rights, and shall attribute the work of others where it is shown.

6.2 A Designer shall quote a price and a period for completion which the Designer is able to honour, and shall honour them. Such a quotation, once accepted by a Buyer, forms part of the User Transaction between them and does not bind the Company.

6.3 A Designer shall maintain accurate records of the status of work undertaken through the Platform. Publicly displayed indicators of completion and punctuality are derived from those records, and the entry of information known to be false constitutes a breach of these Terms.

6.4 A Designer shall treat a Buyer's personal information, including measurements, as confidential, shall use it solely for the purpose for which it was provided, and shall comply with all applicable data protection law in respect of it.

6.5 A Designer shall disclose to each Buyer, before accepting any payment, the information required of a supplier under section 47 of the Electronic Transactions Act, 2008 (Act 772), including the Designer's identity, contact particulars, a description of the services offered, the price, and the terms upon which the services are supplied. That obligation rests upon the Designer and is not discharged by these Terms or by any other publication of the Company.

7 · Obligations of Sellers

7.1 Market Place is provided for the listing of fabrics, footwear, beads, trimmings and comparable goods. No checkout or order-processing facility is provided, and a Buyer contacts the Seller directly. Carriage is a matter for the Buyer and the Seller, save that either of them may, if they wish, request the optional delivery described in clause 9.6.

7.2 A Seller shall ensure that each listing depicts the actual goods offered, states the correct price, and does not misdescribe the condition, quantity, origin or availability of those goods.

7.3 A Seller shall hold good title to the goods listed and shall be entitled to sell them.

7.4 The obligation of disclosure described in clause 6.5 applies equally to a Seller, and extends to the Seller's terms as to delivery, collection, cancellation and return.

8 · Prohibited Content and conduct

8.1 You shall not submit, publish or transmit through the Platform any Content which:

• infringes the intellectual property rights, privacy or other rights of any person, including the reproduction of another person's photographs or designs as your own;
• offers counterfeit goods, or goods described as genuine which are not;
• offers stolen goods or goods which you are not entitled to sell;
• offers any item the sale or possession of which is unlawful in Ghana, or which is unsafe;
• is obscene, abusive, threatening, harassing, defamatory or discriminatory;
• is unrelated to fashion, apparel, textiles or the trades associated with them;
• is false, misleading or deceptive, including fabricated reviews, purchased or artificially generated reactions, and listings published for the purpose of collecting contact details; or
• contains any virus, malicious code or other harmful component.

8.2 You shall not use automated means to access, scrape, copy or index the Platform, interfere with its operation or security, or attempt to gain unauthorised access to any account or system.

8.3 You shall not use the Platform for any unlawful purpose, including money laundering, fraud or the evasion of tax.

9 · Delivery and time for performance

9.1 This clause states the delivery time frames applicable to each category of transaction connected with the Platform.

9.2 Subscriptions supplied by the Company

9.2.1 A Subscription is a digital service. Access is provisioned immediately upon confirmation of payment and in the ordinary course becomes available within minutes. No physical item is dispatched and no delivery charge arises.

9.2.2 Where payment has been confirmed and access has not been provisioned, the Subscriber shall notify the Company at hello@reegoapp.com, quoting the payment reference. The Company shall provision the access or refund the sum paid in full in accordance with the Refund Policy.

9.3 Bespoke work supplied by a Designer

9.3.1 The period for completion of bespoke work is fixed by the Designer and not by the Company. It is stated in the quotation issued by the Designer in response to a Buyer's request, together with the price, and is presented to the Buyer before acceptance.

9.3.2 Upon acceptance of a quotation, the agreed date is recorded against the resulting job and the progress of that job is displayed to the Buyer. Completion by reference to the agreed date is recorded and forms part of the Designer's publicly displayed record.

9.3.3 The period reasonably required for bespoke work varies with the garment, the materials, the number of fittings and seasonal demand. The Company publishes no standard or indicative period for bespoke work, and any period stated by a Designer is a term of the User Transaction between that Designer and the Buyer.

9.3.4 Where finished work is to be transported, the Designer arranges carriage and agrees the charge with the Buyer, unless a delivery is requested from the Company under clause 9.6. A carrier engaged by the Designer or the Buyer acts for them and not for the Company, and in that case the Company assumes no responsibility for the timing, condition or safety of goods in transit.

9.4 Goods listed on Market Place

9.4.1 No goods listed on Market Place are dispatched, carried or delivered by the Company unless a delivery has been requested from it under clause 9.6. Otherwise, collection or delivery, the charge for it, and the time within which it is to occur are agreed directly between the Buyer and the Seller before the transaction is concluded.

9.4.2 A Buyer is advised to obtain the Seller's stated period for collection or delivery in a recorded form before making any commitment.

9.5 Delay

9.5.1 Where a Provider fails to perform within the agreed period, the Buyer shall in the first instance raise the matter with the Provider through the message thread, so that a record of the agreement and of any variation exists.

9.5.2 Where a Provider ceases to respond, the Buyer may report the matter to the Company at hello@reegoapp.com, quoting the tracking reference. The Company may contact the Provider, suspend or remove listings, suspend the account, and record the outcome, but the Company cannot perform the work and cannot recover a sum it never received.

9.6 Optional delivery arranged by the Company upon request

9.6.1 Delivery arranged by the Company is entirely optional, and is arranged only upon the request of a User. A request may be made by a Designer, by a Buyer or by a Seller. No User is obliged to request it, no User is required to use it as a condition of any other function of the Platform, and a User who does not request it is charged nothing.

9.6.2 A User who does not request a delivery from the Company remains free to arrange carriage with a carrier of their own choosing, or to deliver or collect the item in person, upon terms agreed between the Buyer and the Provider.

9.6.3 Where such a request is made and the Company accepts it, the delivery fee and the applicable time frame shall be stated to the requesting User before payment is taken, and the Company shall be answerable for that time frame in accordance with that statement.

9.6.4 A delivery fee is payable to the Company only in respect of a delivery so requested and accepted, and is taken through the Company's payment processors in accordance with clause 10. Save as provided in clause 9.6.3, every delivery arising in connection with the Platform is a matter between the Buyer and the Provider, and no sum in respect of it is payable to the Company.

9.6.5 A delivery arranged under clause 9.6.3 may be cancelled, and the delivery fee refunded, upon the terms set out in the Refund Policy.

10 · Payments, fees and payment processing

10.1 Scope of this clause

10.1.1 This clause states how payments in connection with the Platform are processed: what the Company charges, by what means payment is taken, to whom sums are settled, and what occurs upon cancellation. It is to be read with the Refund Policy, which governs refunds.

10.1.2 Access to the Platform is provided to Buyers free of charge. No fee is payable to the Company for browsing the Platform, for contacting a Provider, for submitting a request for bespoke work, or for the tracking of a job. The only sum which a Buyer may become liable to pay the Company is a delivery fee under clause 10.5, and then only where that Buyer has requested a delivery.

10.2 Payments processed by the Company

10.2.1 The Company processes payments of two categories only:

• Subscription fees, being sums payable to the Company by a Designer for a Subscription, as described in clause 10.4; and
• delivery fees, being sums payable to the Company in respect of an optional delivery which a User has requested under clause 9.6 and the Company has agreed to arrange, as described in clause 10.5.

10.2.2 No other sum is charged, collected, held or processed by the Company. In particular, and as stated in clause 4.3, the consideration payable under a User Transaction passes directly from the Buyer to the Provider and is not processed by the Company.

10.3 How payments are processed

10.3.1 Payment processing on the Platform is performed by third-party payment service providers licensed for that purpose, engaged by the Company and supporting payment by card and by mobile money. The Company operates no payment facility of its own.

10.3.2 A payment is authorised upon the payment processor's own secure facility. Card numbers, mobile money personal identification numbers and comparable authentication credentials are submitted directly to the payment processor and are not transmitted to, processed by or stored upon the Company's systems. The Company records only the reference, amount, date and status of the payment.

10.3.3 Sums so collected are settled by the payment processor to a bank account held by the Company in Ghana. The Company operates no escrow, split payment, sub-account or third-party settlement facility, and settles no sum to any User.

10.3.4 All sums are stated and charged in Ghana cedis (GHS). The amount displayed before payment is taken is the amount charged; the Company adds no fee which has not been displayed.

10.3.5 A receipt or confirmation is issued upon a successful payment to the electronic mail address or telephone number recorded on the account. The use of the Platform's payment facility is additionally subject to the terms of the payment processor concerned.

10.4 Subscriptions

10.4.1 A Designer may purchase a Subscription. The price and the billing period are displayed before payment is taken.

10.4.2 A Subscription renews automatically at the end of each billing period at the then-current price until it is cancelled, and by purchasing a Subscription the Subscriber authorises the Company to take payment by the same means at each renewal until that authority is withdrawn by cancellation.

10.4.3 Access is provisioned immediately upon confirmation of payment, in accordance with clause 9.2.

10.4.4 Where a renewal payment fails, the Subscription enters a period of grace notified to the Subscriber. If payment remains outstanding at the end of that period, the Subscription lapses, whereupon published Content is withheld from public display but is not deleted, and is restored upon a further Subscription being taken.

10.4.5 The Company shall give notice of any change to the price of a Subscription before that change takes effect, and the Subscriber may cancel before the revised price applies.

10.5 Delivery fees

10.5.1 A delivery fee arises only where a User has requested a delivery from the Company and the Company has agreed to arrange it. The request may be made by a Designer, by a Buyer or by a Seller; the service is optional in every case, and is charged to the User who requests it unless that User and another agree between themselves that the other shall bear it.

10.5.2 The delivery fee and the applicable time frame are stated to the requesting User before payment is taken, in accordance with clause 9.6.3, and the fee is taken through the payment processors described in clause 10.3.

10.5.3 A delivery fee is the charge for arranging carriage only. It forms no part of the consideration for any goods or bespoke work, which remains payable by the Buyer to the Provider directly.

10.5.4 Where a delivery is arranged otherwise than by the Company — by a Designer, by a Seller or by a Buyer with a carrier of their own — any charge for it is agreed between those parties and no delivery fee is payable to the Company. Declining to request a delivery from the Company carries no charge and no consequence of any kind.

10.6 Cancellation and refund

10.6.1 A Subscription may be cancelled at any time. A Subscription cancelled within seven (7) days of the first payment made under it is refunded in full. Thereafter, cancellation takes effect at the end of the billing period for which payment has been made and the Subscription does not renew.

10.6.2 A delivery arranged by the Company may be cancelled by the User who requested it, and the delivery fee refunded, in full where cancellation is notified before the item has been collected by the carrier and in every case where the Company fails to effect the delivery.

10.6.3 Terms and conditions apply to every refund, and they are those set out in the Refund Policy, which forms part of these Terms and states the periods, the procedure and the circumstances in which a refund is and is not made. A refund is made to the payment instrument from which the payment was taken, through the payment processor by which it was taken.

10.6.4 Nothing in this clause excludes, restricts or modifies any right of cancellation conferred upon a consumer by the Electronic Transactions Act, 2008 (Act 772) which cannot lawfully be excluded.

10.7 Advertising

10.7.1 The Company may display advertising on the Platform. The inclusion of an advertisement does not constitute an endorsement by the Company of the advertiser or of any goods or services advertised.

11 · Intellectual property

11.1 All rights in the Platform, including its software, design, arrangement, trade marks and the name REEGo, vest in the Company or its licensors. Nothing in these Terms transfers any such right to you.

11.2 You retain ownership of Content you submit. You grant the Company a non-exclusive, royalty-free, worldwide licence to host, store, reproduce, adapt for display, and publish that Content on the Platform and in the Company's promotion of the Platform, for so long as the Content remains published by you and thereafter to the extent necessary in respect of promotional material already issued.

11.3 You warrant that you hold all rights necessary to grant the licence in clause 11.2 and that the Content does not infringe the rights of any third party.

11.4 A person who believes that Content infringes that person's rights may notify the Company at hello@reegoapp.com, identifying the Content, the right relied upon and the notifying party's contact particulars. The Company shall consider the notification and may remove the Content pending resolution.

12 · Reviews and displayed records

12.1 A review may be submitted only by a Buyer in respect of work actually completed for that Buyer.

12.2 The Company does not sell, solicit, edit or suppress reviews on the ground that they are unfavourable. The Company may remove a review which is fabricated, procured for consideration, defamatory, or submitted otherwise than in accordance with clause 12.1.

12.3 Indicators derived from completed work, including counts of completed jobs and punctuality, are generated from records maintained under clause 6.3 and are displayed as such.

13 · Moderation, suspension and termination

13.1 The Company may withhold from display, remove, or restrict access to any Content, and may suspend or terminate any account, where the Company reasonably considers that these Terms or any applicable law have been contravened, or that a User or a third party is exposed to harm.

13.2 Where the circumstances involve fraud, unlawful conduct or risk to any person, the Company may act without prior notice.

13.3 A User whose Content or account is affected may apply for review by written notice to hello@reegoapp.com, and the Company shall consider the application and respond.

13.4 You may close your account at any time. Termination does not affect any right or liability accrued before it, and clauses 11, 14, 15, 16, 17 and 19 survive termination.

14 · Disclaimer of warranties

14.1 The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, the Company disclaims all warranties, conditions and representations of any kind, whether express, implied or statutory, including as to merchantability, fitness for a particular purpose, accuracy and non-infringement.

14.2 The Company does not warrant that the Platform will be uninterrupted, secure or free from error, or that any defect will be corrected.

14.3 The Company gives no warranty in respect of any Provider, any User, or any goods or services offered by them, and does not warrant that any User Transaction will be performed.

15 · Limitation of liability

15.1 To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential or punitive loss, nor for loss of profit, revenue, goodwill, data or anticipated saving, however arising.

15.2 To the fullest extent permitted by law, the Company shall not be liable for any loss arising from a User Transaction, including non-delivery, defective or non-conforming goods or work, non-payment, misrepresentation by a User, or the conduct of any User whether on or off the Platform.

15.3 The total aggregate liability of the Company to any User in respect of all claims arising in any period of twelve (12) months shall not exceed the greater of the total sums paid by that User to the Company in the six (6) months preceding the event giving rise to the claim, or GHS 500.

15.4 Nothing in these Terms excludes or limits the liability of the Company for fraud or fraudulent misrepresentation, for death or personal injury caused by its negligence, or for any other liability which cannot lawfully be excluded or limited. Nothing in these Terms excludes, restricts or modifies any right conferred on a consumer by the Electronic Transactions Act, 2008 (Act 772) or by any other enactment, where that right cannot lawfully be excluded; and any provision of these Terms which purports to do so shall to that extent be of no effect, the remainder of these Terms continuing in force.

16 · Indemnity

16.1 You shall indemnify and hold harmless the Company, its officers and employees against all claims, demands, proceedings, losses, damages and reasonable costs (including legal costs) arising out of or in connection with your use of the Platform, your Content, your breach of these Terms or of any applicable law, or any User Transaction to which you are party.

17 · Disputes between Users

17.1 A dispute arising out of a User Transaction is a matter between the Buyer and the Provider. The Company is not an arbitrator of such disputes and has no power to compel payment, performance or restitution.

17.2 Upon receiving a report, the Company may request an account from each party, withhold or remove listings, suspend an account, and record the outcome upon the displayed record.

17.3 Nothing in this clause prevents a User from pursuing any remedy available at law, and a User who has been the victim of fraud is advised to report the matter to the Ghana Police Service and to the relevant mobile money or banking provider without delay.

18 · Privacy and data protection

18.1 The Company's collection and use of personal data is described in the Privacy Policy.

18.2 A Buyer submitting a request for bespoke work acknowledges that the particulars of that request, including contact details and any measurements provided, are disclosed to the Designer to whom the request is addressed, for the purpose of performing the work requested.

19 · Governing law and jurisdiction

19.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and shall be construed in accordance with the laws of the Republic of Ghana.

19.2 The courts of Ghana shall have jurisdiction to settle any such dispute or claim.

20 · Amendment of these Terms

20.1 The Company may amend these Terms from time to time. The version in force is that published on the Platform and identified by the version date appearing above.

20.2 Where an amendment is material, the Company shall give notice on the Platform. Continued use of the Platform after an amendment takes effect constitutes acceptance of the amended Terms.

21 · General

21.1 Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

21.2 Waiver. No failure or delay by the Company in exercising any right constitutes a waiver of that right.

21.3 Assignment. You may not assign or transfer your rights under these Terms. The Company may assign its rights and obligations upon notice.

21.4 Entire agreement. These Terms, together with the Privacy Policy and the Refund Policy, constitute the entire agreement between you and the Company in respect of the Platform and supersede all prior understandings.

21.5 Third parties. A person who is not a party to these Terms has no right to enforce any provision of them.

21.6 Notices. Notices to the Company shall be sent to hello@reegoapp.com or to the registered office stated above. Notices to a User may be sent to the telephone number or electronic mail address recorded on that User's account.

22 · Contact

Enquiries concerning these Terms may be addressed to REE LIMITED COMPANY at hello@reegoapp.com or on +233 245 263 310, or by post to Nii Kokey Baale Avenue 21, Accra, Ghana.