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Terms and Conditions
Updated March 16, 2024

Terms and Conditions

Thank you for visiting UndaMeta Limited Terms and Conditions pages.

A. Definitions and Interpretation

In these terms and conditions, unless context otherwise requires:

“Client” means a User who wishes to purchase goods from the UndaMeta website;

“Creator” means any person who uploads their designs to the UndaMeta website in accordance with the provisions of these terms and conditions; and

“User” means any person who visits the UndaMeta website.

In these terms and conditions, unless context otherwise requires:

  1. references to “we”, “us” and “our” are references to UndaMeta Limited; the owner of this website; and
  2. references to “you” and “your” are references to a User, Client or Creator of this website as the case may be.

B. Overview

  1. This website is operated by UndaMeta Limited (“UndaMeta”).
  2. UndaMeta offers this website, including all information, tools and services available from this website to you, the User, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. These Terms and Conditions will apply to you regardless of how you accessed our website or products and services, or the dates on which you accessed the same.
  3. If you are under 18 years of age, you may not use our website. We trust that you will read and endeavour to understand our Terms and Conditions of trade. If you do not understand any of them, please contact us via the email (info@undameta.com).
  4. By using our website, uploading any content on our website or pages, or ordering our products and services, you agree to be bound by our Terms and Conditions and all future revisions and the terms of the privacy policy which are incorporated herein by reference. If you do not agree to these Terms and Conditions, kindly terminate use of our website and all products and services.

C. The Services and Account Creation

  1. UndaMeta provides a platform for Creators to showcase their fabric designs to our Clients. UndaMeta also offers a platform from which our clients may buy fabrics bearing designs showcased on the UndaMeta site.
  2. You will be required to create an account for you to access the services. To create an account with us, you will be required to provide us with the following details: (i) your name; (ii) designation (iii) email address; (iv) location details; (v) phone number; (vi) national identity card details; (vii) debit or credit card details; and (viii) such other information as we may direct from time to time.
  3. You warrant that the information provided by you is accurate and true at all times. You shall indemnify us to the maximum extent permitted by law against any liabilities, costs, expenses, damages and losses (including but not limited to any direct or consequential loses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other costs suffered by us in connection with any false information provided by you in relation to opening your account. This indemnity shall subsist notwithstanding any obligation or measures we may have taken to ascertain your identity.
  4. In creating an account, you will be required to provide us with your username and password details. Your username will be used to identify you whereas your password shall be used to grant you access to your account. You are required to keep your username and password to yourself and not disclose to any person. You are also responsible for any activity that occurs within your account. You are to keep your account closed when not in active use and after all usage. You are to notify UndaMeta in the occurrence of any security breach on your part. UndaMeta will not be held liable for any losses or damages that occur as a result of security breaches caused by your actions or caused at your end.

D. Terms of Use for Creators

  1. Uploading your content
    1. You may from time to time, and subject to the Copyright and other Intellectual Property Policy clause, upload your designs to our website.
    2. By uploading your design on our website, you grant us a royalty free, non-exclusive, transferable, sub-licensable, worldwide, licence to host, use, distribute, modify, publicly perform, display, translate and create derivative rights from your content, which license shall terminate upon your termination of these Terms and Conditions or removal of such content from our website, whichever is earlier.
    3. Before uploading your content, you may select or elect that we select, the package under which the content shall be published. The content sold on the website will be sold either in the Pattern and Fabric Print Edition, the Designer’s Exclusive Edition or such other packages that may be determined by UndaMeta from time to time. UndaMeta will be the final judge as to which package your design is sold on. Where content is sold under a specific package, it shall be subject to any such terms and conditions attendant to such package, unless otherwise agreed by UndaMeta in writing.
    4. If you no longer wish to trade with UndaMeta for any reason, UndaMeta shall withdraw your content from the website within 5 working days of receipt of written withdrawal, and not use it in any way after this. The offer to not use your work does not include prior use before the written request for withdrawal was received. You shall retain all your copyrights to your content at all times.
    5. Due to the automation of the website, UndaMeta is not able to examine all content uploaded unto the website. Note that though UndaMeta retains the right to reject or remove any content from the website, it is not obligated to do so. UndaMeta also retains the right to refuse any order at its discretion with no liability due to it. UndaMeta retains the right to suspend any account with no liability due to it.
    6. You are not permitted to upload any content on the website that is discriminatory in nature. You may not promote violence, and/ or hate. You may not directly or indirectly promote tobacco, drugs, narcotics, illegal substances, weapons, excessive use of alcohol or alcohol to minors. You may not upload shocking images that contain body fluids, obscene gestures or subject matter, nudity and/ or sexual acts. We do not accept adult content of any nature.
    7. You are responsible for any content on your account. UndaMeta will not assume responsibility for it or accept liability that arises from its use. UndaMeta does not necessarily approve of or endorse the content on any account held by its members.
    8. UndaMeta and its agents do not accept any liability or losses, injuries or damages arising from the use of the website and the content on the website.
  2. Pricing and Payment
    1. UndaMeta retains the right to set and control all pricing and direct all pricing policies pertaining to trade on the website and all UndaMeta entities without any reference to you or any of your agents. You will be notified of any changes in pricing policies. If you do not agree with pricing policies at any point, you are advised to discontinue use of the website. UndaMeta shall not be held liable for any losses you may incur as a result of the change or any other action concerning pricing policy.
    2. Payments made for orders made under the Fabric and Print Limited Edition
      1. Upon receiving an order for your content, UndaMeta will process the sale and sell the design and/ or print the product as per the specifications associated with your content and dispatch/ ship the design/ product(s) to the customer.
      2. For every metre of fabric bearing your content sold by you through the website, you will receive USD One Dollar and Ninety Cents ($1.90), or its equivalent Kenya Shilling (KES) amount using the current Dollar to Kenya Shillings exchange rate for the design. Commissions will be paid out, within 30 days of receipt of payment from the buyer.
      3. A levy of 1.5 percent of the gross transaction value, levied by the Kenya Revenue Authority as Digital Service Tax (DST) will be applied to each product and deducted from the final order value.
    3. Payment made for orders under the UndaMeta Leso Edition
      1. Upon receiving an order for your leso (khanga) design, UndaMeta will process the sale and sell the design and/ or print the product as per the specifications associated with your content and dispatch/ ship the design/ product(s) to the customer.
      2. For every metre of fabric bearing your leso design sold by you through the website, you will receive USD Nine Hundred and Twenty-Five Dollars ($ 925), or its equivalent Kenya Shilling (KES) amount using the current Dollar to Kenya Shillings exchange rate for the design. Commissions will be paid out, within 30 days of receipt of payment from the buyer.
      3. A levy of 1.5 percent of the gross transaction value, levied by the Kenya Revenue Authority as Digital Service Tax (DST) will be applied to each product and deducted from the final order value.
    4. Payments made for orders made under the Designer’s Exclusive Edition option
      1. Upon receiving an order for your content, UndaMeta will process the sale and sell the design and/ or print the product as per the specifications associated with your content and dispatch/ ship the design/ product(s) to the customer.
      2. Shall be sold at USD Four Hundred Dollars ($ 400). For every design inclusive of two (2) colour ways of your pattern design sold by you through the website, you will receive 60% of the selling price (60% of USD Four Hundred Dollars), or its equivalent Kenya Shillings amount using the current exchange rate for the design.  UndaMeta shall retain the remaining 40%, which works out at USD One Hundred and Sixty Dollars ($160)
      3. A levy of 1.5 percent of the gross transaction value, levied by the Kenya Revenue Authority as Digital Service Tax (DST) will be applied to each product and deducted from the final order value.
      4. Commissions will be paid out, within 30 days of receipt of payment from the buyer.
    5. If any of your content is returned, refunded, or if there is a third-party objection declaring a violation of copyright, trademark or other proprietary rights of any third-party, you will not earn any commission. If UndaMeta has already paid you for content that is later returned or subject to third-party objection, UndaMeta shall demand the return of the amounts paid to you upfront and shall be entitled to make such deductions as may be required to settle the refunded amounts from your future commissions.
    6. All payments made under this Clause 2 shall be made to your PayPal account communicated to us from time to time. UndaMeta will make a good-faith effort to pay you using your PayPal account and the information you provide. If your Paypal account is dormant or terminated, and UndaMeta is unable to contact you using the information provided, UndaMeta shall hold your commissions for a period not exceeding six (6) months whereupon you shall be deemed to have surrendered the commission to UndaMeta. You hereby agree that the provisions of this clause are reasonable for the purposes of ensuring clarity as to your settlement accounts.
  3. The Creators Copyright and Intellectual Property Rights
    1. You are to observe and respect ALL copyright laws in local and international jurisdictions. All content submitted to UndaMeta must not violate the copyright, trademark and other proprietary rights of a third-party. You are legally fully responsible for any and all costs, damages, fines, fees, charges, and penalties related to and that arise from copyright infringement on any work you submit to UndaMeta on the UndaMeta website. This includes attorney’s fees, witness fees, and all costs pertaining to litigation. You agree to indemnify UndaMeta in full for any loss or damage and related costs, fines, penalties or charges it incurs on account of your breach of this agreement.
    2. UndaMeta reserves the right to edit or delete any content that it deems breaches the copyright, trademark of proprietary rights of a third party. Furthermore, your account may be suspended for such breach of trust.
    3. UndaMeta shall not accept any liabilities for any errors or variations to submitted content that you may deem inappropriate or unrepresentative of your content that occurs after you have released your content for publication and sale on the website. In order to confirm the final colours, design and print quality of your content, you are required to purchase a sample print from the suppliers through the website. 
    4. If UndaMeta receives a claim that content on the website is suspected of infringing on copyright of other Users, it may at its discretion provide the aggrieved party the name and contact information of the Creator, with notice to you. UndaMeta shall not be party to litigation commenced between the parties involved in the breach of intellectual property rights. You agree to indemnify UndaMeta and its agents against any losses, legal fees, witness fees, and any costs of litigation that may arise as a result of infringement of any third party’s intellectual property rights.
    5. Should you wish to lodge a complaint with respect to any of the content posted on the website, you shall share with us a written notice of the copyright infringement, the owner of the pattern, design or image in the form of signed, written communication. You shall be required to provide a detailed description of the copyrighted work(s) claimed to have been infringed and a detailed description of the purported infringement. This is to be accompanied by the purported images and links to all the concerned content. Though UndaMeta is not obligated to disable the copied content, we shall take all reasonable measures to remove or disable the content within such timelines as may be practicable.
  4. Information Responsibilities
    1. By electing to make your content available on the UndaMeta website and trade via UndaMeta, you are deemed to have agreed to provide accurate and up-to-date personal information for official use by UndaMeta.
  5. Third-Party Links
    1. If you post any content availed on UndaMeta website on any other platform, You shall be required to include a link routing any third party on such a platform to UndaMeta website.

E. Terms of Use for Clients

  1. Pricing and Payment
    1. UndaMeta provides a platform for you to purchase fabric and surface pattern design from a wide range of Creators.
    2. The content sold on the website will be sold either in the Pattern and Fabric Print Edition, the Designer’s Exclusive Edition or such other packages that may be determined by UndaMeta from time to time. Any content sold to you shall only be used in accordance with the provisions set out in these terms and conditions attendant to such package and you shall not be permitted to use the content in any other such manner without our express approval communicated to you in writing.
  2. Terms of use of the Pattern and Fabric Print Limited Edition
    1. With this price model, buyers will purchase poly-based fabrics or natural fabrics alongside a surface pattern design of choice. Each printed textile will be priced at USD Eleven Dollars and Four Cents ($11.04) and above per metre, with a ceiling price of USD Seventeen Dollars and Forty Seven Cents ($17.47) per metre. There is a minimum order quantity (MOQ) of three metres (3m).
    2.  All purchases will attract an additional Digital Service Tax (DST) fee of 1.5 percent of the gross transaction value levied by the Kenya Revenue Authority which will be added at checkout of the order transaction.
    3. UndaMeta is not obligated to print more than 500 metres of any Pattern Design in total as it is a limited edition. A consideration to print beyond 500 metres of any pattern design may only be entered into if the printed textile is ordered by a single client and/ or any other circumstances deemed fit by UndaMeta.
  3. Terms for use of the UndaMeta Leso Edition
    1. With this price model, buyers will purchase 2,500 pieces of 100% cotton industrially printed lesos in the cut size 165 x 116cm alongside a leso (khanga) design of choice.
    2. These lesos will be industrially printed in bulk with a Minimum Order Quantity of Four Thousand, One Hundred and Twenty-Five metres (4,125m)
    3. Printed lesos will be priced at USD Four Dollars and One Cent ($4.01) and a total batch print of UndaMeta Lesos in this edition will be retailing at USD Sixteen Thousand, Five Hundred and Fourty-One Dollars and Twenty-Five Cents ($ 16,541.25)
    4. UndaMeta Lesos printed in this edition will also be in three colours; the key (black) and two spot colours
    5. Buyers will receive industrially printed gora. These 2,500 leso pieces (1250 gora) will each be printed as a complete pattern measuring 165 x 116 cm on our Taikenya fabric. An appropriate lightweight 100% cotton textile.
    6. For the UndaMeta Lesos, buyers can order in minimums of 2,500 lesos (bulk order) or multiples of this amount.
  4. Terms of use of the Designer’s Exclusive Edition
    1. The Designer’s Exclusive Edition platform allows buyers to purchase exclusive surface pattern design as a digital downloadable file.
    2. Each pattern design on the Designers Exclusive Edition platform will be retailed at price of USD Four Hundred Dollars ($ 400) per design, inclusive of two (2) additional colour ways. Any extras beyond this including and not limited to extra services requested by a client shall attract additional fees/ charges calculated at the rate of the quantity of additional work requested in writing.
    3. Once purchased, the client is at liberty to print the pattern design themselves at a venue of their choice. Clients of the exclusive designs may also elect to place an order with UndaMeta to print their fabrics.
    4. All purchases in this range will attract and additional Digital Service Tax (DST) fee of 1.5 percent of the gross transaction value levied by the Kenya Revenue Authority which will be added at checkout of the order transaction.
    5. The surface design patterns in this category will be sold exclusively on a closed, subscription network. Each design sold in this category will sell exclusively, meaning once it’s purchased, they are removed from the website and not available to another buyer.
  5. Shipping
    1. UndaMeta shall ship products to clients free of charge within the precincts of the Republic of Kenya. Title and risk of loss of product once shipped by UndaMeta to a client within the Republic of Kenya shall lie with UndaMeta Limited.
    2. UndaMeta will not ship beyond the borders of the Republic of Kenya. Clients from beyond Kenya who purchase products and require to have the products freighted to them will have to make their own arrangements. Responsibility for paying all shipping, insurance, government and institutional taxes and levies, customs charges and other transportation costs incurred as a result of shipment of the products ordered by you from, UndaMeta, unless otherwise stated or agreed by UndaMeta (such as through a special offer) shall lie with you. However, UndaMeta is willing to facilitate the shipping of your products via your personal arrangements and preferences and does not guarantee that she shall be able to cater to all your requests.
    3. In all matters related to shipping of product, UndaMeta shall not bear liability for any delivery failure or delays emanating from conditions beyond their reasonable control. This includes but is not limited to circumstances such as civil unrest, acts of God, labour issues, mechanical failures and disturbances.
  6. Payment
    Payments to UndaMeta for any of the services may be made through credit and debit from all major card companies including: PayPal, MPesa by Safaricom, Airtel Money, PesaPal, Visa, MasterCard and American Express. UndaMeta only accepts US Dollars ($) and Kenya Shilling (KES) currencies on its platform.
  7. Returns
    1. Ordering Test Swatches
      Pattern designs will only be hosted on the website once the designer has ordered and reviewed the test swatch and approved it for hosting on the website. The client is required to order test swatches before purchase of any fabric to ascertain its quality. As there is a minimum order quantity (MOQ) of three metres (3m) on UndaMeta’s platform, this would consequently be considered the acceptable size for the test swatch/ sample.
    2. Exchange And Returns Request
      We are print-on-demand (POD), and as such, we are unable to exchange any orders. You are required to order test swatches to help you make an informed decision.
    3. We will not process any items sent back to us for any reason without prior communication and agreement by UndaMeta in writing.

F. General User Obligations

  1. You shall comply with all laws, including but not limited to taxation, tariffs, intellectual property and copyright laws as observed in all countries of operation of UndaMeta and as observed and enforced by local authorities, governments, lawyers, or any other enforcement bodies.
  2. You shall indemnify UndaMeta in full for any loss or damage and related costs, fines, penalties or charges it incurs on account of your trading with UndaMeta including and not limited to your failure to honour your tax obligations.
  3. You agree that we can release your UndaMeta financial transaction details and personal identity information to tax and legal authorities, at our sole discretion, without informing you.
  4. You are not permitted to, in any way, transmit any unauthorised communication material on the UndaMeta website, where authority shall be given in writing.
  5. You are not permitted to upload any material that may contain unauthorised coding, files or programs designed to interfere with the functionality of any of UndaMeta’s hardware, software or equipment, where authority shall be given in writing.
  6. You are not permitted to upload any material that may be misleading to UndaMeta’s Users and agents.
  7. You are not permitted to disrupt, or tamper with any areas of the website that you are not expressly authorized to use in writing.
  8. You may not interfere with other Users’ enjoyment or use of the website, services and systems including affiliated or linked sites.
  9. You are not permitted to collect or store other Users’ personal information on the website.
  10. If any disputes should arise between any parties using the website, they are to contact the other User directly and settle their issues directly. UndaMeta will not engage with any parties who chose to engage in legal discourse. UndaMeta is not responsible for or liable for any losses or damages that may arise from such disputes or legal action by such parties.

G. Disclaimer and Limitation of Liability

  1. You agree that trading with UndaMeta is done solely at your risk.
  2. The use of the UndaMeta website, information provided by UndaMeta, the services, products and materials are available to you on an “as is” and “as available” basis.
  3. To the extent allowed by the law, UndaMeta and its representatives disclaim all warranties of any kind including but not limited to those fully or partially unknown to us. No information whether verbal or written or implied obtained from UndaMeta shall be of legal standing if it goes against that which is expressly stated in these Terms and Conditions.
  4. UndaMeta does not make any warranty that the content sold to a client will meet their requirements.
  5. UndaMeta does not make warranty as to the performance of the website and shall not be liable to the maximum extent permitted by law for any delays in providing tangible and intangible products and services or any anomalies in security, and errors in tangible and intangible services and products provision.

H. Terms and Conditions Updates

UndaMeta’s Terms and Conditions may be updated from time to time. It is your responsibility to read them again and to agree to them again or to cease to use of all UndaMeta products and services. We will make clarifications, additions and addendums, and extend terms as we see fit and as is necessary. The terms can only be modified by UndaMeta. If we update the Terms and Conditions and you keep using UndaMeta, then you are assumed to have accepted and to be in agreement with the altered Terms and Conditions. UndaMeta is not responsible for any damages or losses you incur as a result of alterations to the Terms and Conditions as far as supported by the law.  UndaMeta disclaims all damages arising from your decision to stop engaging with and using UndaMeta as a result of changes in its’ Terms and Conditions.

I. Our Intellectual Property Rights

The software used by UndaMeta on its website belongs to UndaMeta. You are not permitted to modify, or trade it in part or whole. UndaMeta reserves all its rights on the website, including all copyrights in all text, graphics, User interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and source code on the website. You may not modify, publish, transmit, or reproduce any content obtained from the website, except as expressly permitted in writing or in these Terms and Conditions.

You acknowledge that You do not acquire any ownership rights of any content and/or service accessed or obtained from the website. You shall not upload, exchange, post, reproduce, store in an electronic or other retrieval system, adapt upload to a third-party location, perform in public or transmit in any form by any process whatsoever any content without the specific written consent from UndaMeta.

J. Links

UndaMeta and its agents may provide links to other sites and resources. UndaMeta has no control of these other sites and resources and as such does not accept liability pertaining to them and by using this website you release and discharge UndaMeta from any claims arising or connected with your use of such third-party links.

K. Termination

UndaMeta may terminate your account and remove your content at its discretion, at any time for any reason without your permission. UndaMeta may also modify part or all of your account and the site at any time without your permission. UndaMeta shall not be liable for any losses or damages as a result of this action.

L. Deleting Content or Accounts

  1. You are at liberty to terminate your UndaMeta account or remove content from your account at any time at your discretion. If you delete content or account from the website, we will maintain records for administrative purposes. If your content may have been directly used for purposes of promotion or publicity on Undameta, kindly write to UndaMeta to remove your content. The process of removal of your content will take at least 20 working days after receipt of communication in writing.
  2. If you delete your account, UndaMeta will keep information in its archives as is necessary to comply with legal obligations.

M. Arbitration Clause

  1. All disputes arising in relation to UndaMetas’ rules and regulations under these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Republic of Kenya, without regard to principles of conflict of other laws beyond Kenya. The parties to this these Terms and Conditions agree to submit all disputes arising under these Terms and Conditions to arbitration in Nairobi, Republic of Kenya only, before a single arbitrator from the Chartered Institute of Arbitrators (CIArb) in Kenya. The arbitrator shall be selected by application of the rules of the Chartered Institute of Arbitrators (CIArb), or by joint agreement of the aggrieved parties. The parties to these Terms and Conditions will not challenge the jurisdiction or venue pursuant to the provisions in this section. These Terms and Conditions do not prevent the aggrieved parties from obtaining an injunction or seeking justice in a court of law in Nairobi, in the Republic of Kenya.

N. Contacts

You may contact us with any queries at
info@undameta.com

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