Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and SouthCaravan Ltd, a company incorporated in Uganda ("SouthCaravan", "we", "us", or "our"), governing your access to and use of the SouthCaravan platform, website at southcaravan.com, APIs, and all related services (collectively, the "Platform").

• By registering, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms.
• If you are using the Platform on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.
• If you do not agree to these Terms, you must not access or use the Platform.
• We may update these Terms at any time. Continued use after notice of changes constitutes acceptance of the revised Terms.

The following terms have the meanings set out below throughout these Terms:

Access to SouthCaravan is restricted to registered business entities. To use the Platform you must:

• Be a duly registered business, company, partnership, or organisation with legal capacity to enter contracts.
• Provide accurate, complete, and current registration information including your business name, registration number, and authorised contact details.
• Maintain the security of your account credentials and promptly notify us of any unauthorised access at [email protected].
• Not share login credentials with individuals outside your authorised organisation.
• Not create multiple accounts for the same entity without prior written approval.

All Users must comply with the following obligations when using the Platform:

• Use the Platform only for lawful B2B procurement purposes and in accordance with all applicable laws and regulations.
• Not upload, transmit, or distribute malicious code, viruses, or any content designed to harm, disrupt, or gain unauthorised access to systems.
• Not attempt to reverse-engineer, decompile, scrape, or extract data from the Platform without express written permission.
• Not impersonate any person or entity, misrepresent your identity or business affiliation.
• Not use the Platform to facilitate transactions involving prohibited, restricted, or illegal goods or services.
• Not engage in any conduct that could damage the reputation, operations, or security of SouthCaravan or other Users.
• Comply with all applicable export control, sanctions, and trade compliance laws when using cross-border procurement features.

In addition to the general obligations above, Vendors specifically agree to:

• Provide accurate, complete, and up-to-date information about their products, services, capabilities, certifications, and pricing.
• Fulfil all confirmed orders and accepted bids in accordance with the agreed terms, specifications, timelines, and quality standards.
• Hold and maintain all licences, permits, and certifications required to supply the goods or services they list on the Platform.
• Not list counterfeit, infringing, prohibited, or substandard goods or services.
• Respond to RFQs and Buyer inquiries in a timely and professional manner.
• Immediately notify SouthCaravan and affected Buyers of any material changes in ability to deliver (e.g., supply disruptions, insolvency).
• Comply with SouthCaravan's Vendor Code of Conduct and all applicable trade, labour, and ESG standards.

In addition to the general obligations above, Buyers specifically agree to:

• Issue RFQs in good faith with genuine intent to procure and award contracts fairly based on merit.
• Honour accepted quotations and purchase orders and not cancel confirmed Transactions without legitimate business justification.
• Provide Vendors with accurate specifications, requirements, and timelines to enable accurate quotation.
• Make payments for completed Transactions promptly in accordance with agreed payment terms.
• Not use the Platform solely to harvest pricing or market intelligence without genuine procurement intent.
• Treat Vendors with professionalism and fairness in all communications and evaluations.

The following terms govern all procurement activities and financial transactions on the Platform:

• SouthCaravan acts as a technology intermediary facilitating connections between Buyers and Vendors. We are not a party to any Transaction unless expressly stated.
• All contracts formed through the Platform are directly between the relevant Buyer and Vendor. SouthCaravan makes no warranty regarding performance of either party.
• Payment terms, pricing, delivery, and specifications are agreed between Buyer and Vendor. SouthCaravan may facilitate escrow or payment processing services where expressly offered.
• Disputes arising from Transactions should first be resolved between the parties directly. SouthCaravan may provide dispute resolution assistance but is under no obligation to do so.
• All fees for SouthCaravan's services are set out in the relevant subscription or service agreement. Fees are non-refundable unless otherwise stated.
• We reserve the right to suspend Platform access for non-payment of applicable fees after written notice.

All intellectual property rights in the Platform and its content are reserved:

• SouthCaravan and its licensors own all intellectual property rights in the Platform, including software, design, logos, trademarks, and documentation.
• We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your authorised business purposes.
• You retain ownership of Content you submit, but grant SouthCaravan a worldwide, royalty-free licence to host, display, and process your Content to provide the services.
• You must not reproduce, distribute, modify, or create derivative works of any Platform content without prior written consent.
• You may not use SouthCaravan's trademarks, logos, or branding without express written permission.
• You must respect the intellectual property rights of other Users and third parties when uploading Content.

Users acknowledge that they may receive Confidential Information through the Platform:

• Each party agrees to keep confidential all Confidential Information received from the other party and to use it solely for the purposes of the relevant Transaction or relationship.
• Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.
• Users must implement reasonable technical and organisational measures to protect Confidential Information from unauthorised disclosure.
• These confidentiality obligations survive termination of your account or these Terms for a period of three (3) years.

The collection, use, and protection of personal data processed through the Platform is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you agree to the processing of your data as described therein. For data subject rights requests or privacy inquiries, contact [email protected].

• Buyers and Vendors acting as data controllers are responsible for their own GDPR, Uganda DPPA, and applicable data protection compliance.
• Where SouthCaravan processes personal data on your behalf, a Data Processing Agreement (DPA) is available on request.
• You must not upload special category personal data to the Platform without a lawful basis and prior written agreement with SouthCaravan.

The following limitations apply to the maximum extent permitted by law:

• THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
• SouthCaravan does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or harmful components.
• SouthCaravan is not liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform.
• SouthCaravan's aggregate liability to you for any claims arising under these Terms shall not exceed the total fees paid by you to SouthCaravan in the twelve (12) months preceding the claim.
• Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

You agree to indemnify, defend, and hold harmless SouthCaravan, its directors, employees, agents, and licensors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Platform in violation of these Terms; (b) your Content; (c) your Transactions with other Users; (d) your violation of any applicable law or third-party right; or (e) any dispute between you and another User.

These Terms apply from the moment you first access the Platform:

• Either party may terminate the account at any time by providing written notice. Buyers and Vendors may close their accounts via the account dashboard.
• We may suspend or terminate your access immediately and without notice for material breach of these Terms, fraudulent activity, non-payment, or regulatory requirements.
• On termination, your right to access the Platform ceases immediately. Provisions that by their nature should survive (e.g., IP rights, indemnification, confidentiality, governing law) will remain in force.
• We will retain your data for the periods required by law and our data retention policy before deletion.

These Terms are governed by and construed in accordance with the laws of Uganda:

• Any dispute, controversy, or claim arising out of or relating to these Terms shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days.
• If not resolved through negotiation, disputes shall be referred to binding arbitration in Kampala, Uganda, under the rules of the Centre for Arbitration and Dispute Resolution (CADER).
• Nothing prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.
• For Users based in the EU or other jurisdictions, mandatory statutory rights under local consumer or business protection laws are not affected.

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable service agreements, constitute the entire agreement between you and SouthCaravan regarding the Platform.
• Severability: If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: Legal notices to SouthCaravan must be sent to [email protected] or by post to SouthCaravan Ltd, Plot 45, Kampala Road, Kampala, Uganda.
• Force Majeure: Neither party is liable for failure to perform due to circumstances beyond their reasonable control, including natural disasters, government actions, or infrastructure failures.