GENERAL TERMS AND CONDITIONS

Definitions In these General Terms and Conditions of sale and the Agreements to which they have been declared applicable, the following terms are accorded the following meanings:

Agreement(s): the agreement(s) between STYLCON MARKETPLACE and You, any amendment or supplement thereto, and the General Terms and Conditions applicable to Agreements;

STYLCON: STYLCON registered in NIGERIA as STYLETREND ENTERPRISE; STYLCON MARKETPLACE: online proprietary platform of STYLCON for developing and customising Products offered on STYLCON MARKETPLACE Website;

Functional Design: the existing STYLCON MARKETPLACE owned IP rights in or to the technical garment design used in the creation of the Product. This is developed and created by STYLCON MARKETPLACE, by means of, inter alia, the STYLCON MARKETPLACE platform, explicitly including any (technical) features and specifications used in the creation of any fabric, garment, or other products, including underlying software and platform technologies.

General Terms and Conditions: these general terms and conditions of sale;

Order(s): the Order, including any written amendment thereto, for the delivery of Products and/or the provision of Services as set out overleaf together with these General Terms and Conditions.

Product(s): garment samples, PPS samples and/or garment bulk productions supplied or to be supplied by STYLCON MARKETPLACE to You, including product documentation;

Quotation(s): the written (or electronic) description of the Products and/or Services to be supplied by STYLCON MARKETPLACE to You, to which these General Terms and Conditions apply;

Service(s): the (development, consultancy) services described in the Quotation and to be performed by STYLCON MARKETPLACE for You;

Website: the website of STYLCON MARKETPLACE, www.stylconmarketplace.com You(r): an authorized natural person or legal entity acting as a company, which is registered in the trade register and wishes to purchase certain Products or Services from STYLCON MARKETPLACE.

General

2.1 These General Terms and Conditions form an integral part of each Agreement, Quotation or Order confirmation and are also applicable to all other existing and/or future transactions, legal or otherwise, between Parties, whether preparatory or executory in nature.

2.2 The applicability of other general terms and conditions (including Yours) is expressly excluded.

2.3 Conditions that deviate from these General Terms and Conditions only apply insofar as they have been explicitly accepted by STYLCON MARKETPLACE in writing and moreover apply only to the Agreement concerned.

2.4 Amendments and additions to any provision of the Agreement are deemed valid only if they have been laid down in writing and signed by both parties.

2.5 If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, the other stipulations in these General Terms and Conditions or the Agreement nonetheless remain in effect.

2.6 If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, Parties must negotiate the terms of a new stipulation which mirrors as closely as possible the substance and the intent of the original stipulation.

2.7 In the event of uncertainty as to the interpretation of one or more stipulations in these General Terms and Conditions, they must be interpreted in the spirit of the stipulation or stipulations concerned.

2.8 In situations not regulated by these General Terms and Conditions, parties must assess the situation in the spirit of these General Terms and Conditions.

2.9 Failure by STYLCON MARKETPLACE to require strict compliance with these terms and conditions at all times does not imply that the provisions of these terms and conditions do not apply at all, or that STYLCON MARKETPLACE has given up its right to require strict compliance with these terms and conditions in other cases.

2.10 The term 'in writing' regarding communications between STYLCON MARKETPLACE and You also refers to electronic communications. STYLCON MARKETPLACE electronic system is the sole source of proof of the content and time of receipt and transmission of the electronic communications in question. In the event of any inconsistency between an Agreement, these General Terms and Conditions and the Quotation, precedence is given, in descending order, to the Agreement, these General Terms and Conditions and, finally, to the Quotation.

Orders and Stylcon Marketplace

3.1 Prior to the conclusion of an Agreement, You must provide STYLCON MARKETPLACE with all essential information in connection with the Products or Services provided by STYLCON MARKETPLACE. You guarantee the accuracy and completeness of the information provided on which STYLCON MARKETPLACE bases its Quotation. Your Order is in accordance with any instructions of STYLCON MARKETPLACE and You have considered all manufacturing and other limitations as specified by STYLCON MARKETPLACE on its website, including its manufacturing standards or as otherwise made available to You.

3.2 All Quotations and tenders extended by STYLCON MARKETPLACE are extended without obligation, except when and insofar as otherwise stated by STYLCON MARKETPLACE. An Order submitted by you constitutes a binding commitment to that Order. If a non-binding Quotation is accepted by You, STYLCON MARKETPLACE is nonetheless entitled to revoke the Quotation within ten (10) working days of receiving notification of the acceptance.

3.3 The content of all price information, other information, brochures, and any other details provided with a Quotation are stated as accurately as possible. The data in question are only binding on STYLCON MARKETPLACE if this has been explicitly confirmed in writing by STYLCON MARKETPLACE. Obvious mistakes or errors in the Quotation are not binding on STYLCON MARKETPLACE.

3.4 A Quotation is valid for 24 hours from the day the Quotation is dated unless the Quotation explicitly states otherwise or unless agreed otherwise in writing by the parties. If You do not accept a Quotation within this period, STYLCON MARKETPLACE is entitled to change the conditions and the price stated in the Quotation.

3.5 All Services performed by STYLCON MARKETPLACE are based on an obligation to perform to the best of one's ability, unless and insofar as STYLCON MARKETPLACE explicitly promises a certain result and the result concerned is described with sufficient certainty.

3.6 STYLCON MARKETPLACE has the right to have certain work carried out by third parties.

3.7 Nothing in the Agreement between parties will in any way, directly or indirectly, limit STYLCON MARKETPLACE's ability to perform development services, sampling services, garment production services, garment design services and/or other related Services to its current and future clients.

3.8 STYLCON MARKETPLACE reserves the right to delete accounts and design submissions which reflect (at STYLCON MARKETPLACE's sole discretion) racist iconography, imagery or text, prejudice, demeaning, abusive, pornographic or overarching designs of an intimidating nature.

4.1 An Agreement is deemed to be concluded only in the event that:

(i) You accept the Quotation and that written confirmation of the Agreement has been provided to You by STYLCON MARKETPLACE, or once the performance of the Agreement has commenced,

(ii) there are sufficient resources available to STYLCON MARKETPLACE to complete Your Order within the stated timelines and price, and

(iii) Your Order was not accepted on the basis of incorrect information, including but not limited to information regarding pricing and specifications.

4.2 If these conditions precedent are not met, STYLCON MARKETPLACE is entitled to cancel Your Order (with retrospective effect).

4.3 No derogation from the terms of the Quotation, whether or not of subordinate significance, is binding on STYLCON MARKETPLACE, unless the derogation is expressly accepted by STYLCON MARKETPLACE.

4.4 In the event no Quotation, Agreement and/or Order confirmation has been sent, the invoice will function in its stead, and is deemed to reflect the terms of the Agreement correctly and completely.

4.5 Each Agreement is entered into under the suspensive condition of Your creditworthiness.

6.1 Invoicing and payment of samples shall take place prior to any delivery, unless agreed otherwise in writing.

6.2 100% of the invoice relating to samples and first-time garment bulk production Orders must be paid at the time of the Order placement. For following garment bulk production Orders exceeding the value of N2,000,000 or $2,000, 50% of the invoice must be paid at the time of the Order placement. The remaining 50% of the invoice is payable before shipment, unless agreed otherwise in writing.

6.3 All prices stated by STYLCON MARKETPLACE are exclusive of value added tax ('VAT') or any other taxes, governmental fees, assessments, or duties, unless expressly stated otherwise herein. You are responsible for all taxes associated with the order. Without limiting the foregoing, You shall pay all applicable taxes, governmental fees, assessments or duties that STYLCON MARKETPLACE charges You in addition to the prices quoted.

6.4 You must pay the total amount stated on the invoice, including VAT, within 48 hours of the invoice date at the latest, unless agreed otherwise in writing or in the event as referred to under article 6.1 and 6.2. You are not entitled to suspend Your payment obligations, not even in the event of a claim.

6.5 Full payment must be made to the bank account of STYLCON MARKETPLACE whereby no deductions, withholding, or adjustments are allowed, also in the event You have lodged a claim. The value date specified on STYLCON MARKETPLACE's bank statements is regarded as the date of payment.

6.6 If the invoice is charged in Naira is not paid in full within 48 hours, You will be in default without need of further notification. Interest will accrue at the rate of 0.5% of the late payment per 48 hours or part thereof from the date that You are in default until the date payment in full is credited.

6.7 You are obliged to pay all judicial and extrajudicial (collection) expenses. These include, but are not limited to, costs relating to seizure, petition of bankruptcy, and debt collection, as well as expenses incurred by STYLCON MARKETPLACE for legal representation, process servers, and the consultation of other specialists. STYLCON MARKETPLACE is entitled to charge you extrajudicial debt collection expenses amounting to at least 15% of Your entire late payment, with a minimum of N500,000 plus VAT, without prejudice to STYLCON MARKETPLACE right to seek full compensation for damage and costs related to the collection of payments due.

6.8 At or upon conclusion of the Agreement, You are obliged to make advance payments in the amounts indicated by STYLCON MARKETPLACE at STYLCON MARKETPLACE's first request. STYLCON MARKETPLACE is not liable for interest on advance payments.

6.9 Any objection to the invoice must be brought to the attention of STYLCON MARKETPLACE within 48 hours of the invoice date, failing which the invoice is deemed to have been found in order and accepted by You, and for which no further complaints will be accepted.

6.10 In the event of an Agreement that is performed incrementally, STYLCON MARKETPLACE is entitled to invoice each partial performance.

6.11 Incoming payments are always first applied to settle judicial and extrajudicial costs, fines, and interest, and are subsequently applied to settle the oldest accounts outstanding at STYLCON MARKETPLACE, irrespective of any other instructions given by You.

7.1 Delivery of Products is according to your choice of delivery service, unless agreed otherwise in writing. Do note: delivery of items developed by our Chinese factories is inclusive of delivery from the Chinese factory to you in whatever country you are located, you may provide your choice of delivery agents or the company may recommend a delivery agent to you, However, the Company holds no ties to the delivery service recommended to you and are not liable to any obligation between you and the agent.

7.2 The Products are at Your expense and risk from the moment they are presented for delivery, as indicated in Article 7.1.

7.3 STYLCON MARKETPLACE has fulfilled its obligation to execute delivery if You have had an opportunity to take receipt of the purchased Products at the agreed place and time.

8.1 You are obliged to cooperate with the delivery process, as well as to take delivery of the Products.

8.2 In the event that You fail to take delivery of the Products, STYLCON MARKETPLACE reserves the right to pass on any related costs (including the cost of storage and transport) to You.

8.3 Delivery is deemed to have been refused if the ordered Products have been presented for delivery but were unable to be delivered. The day on which delivery is refused is deemed to be the day of delivery.

We may share your personal information with the following:

• our subsidiaries, affiliates and any ultimate parent company;

• STYLCON MARKETPLACE employees to the extent necessary to serve the applicable purpose and to perform their jobs;

• our contractors, service providers and other third parties that we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them; and/or

• a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of STYLCON MARKETPLACEs assets, or negotiation of such a business deal, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by STYLCON MARKETPLACE is among the assets transferred.

• We may share your personal information with your consent. For example, you may let us share personal information with third-parties for their own marketing uses. Those uses will be subject to the privacy policies of those third-parties. We may also share aggregated and/or anonymized data with others for their own uses.

We can be legally or contractually obliged to process your personal data. The processing of your personal data can also be necessary to enter into a contract with you. In these cases, we can only continue our relationship with you when you provide us with the needed personal data.

9.1 Delivery times and terms of delivery commence on the first working day subsequent to the conclusion of the Agreement.

9.2 The delivery times and terms of delivery indicated or agreed by STYLCON MARKETPLACE will be based on the information and circumstances known at the time the Agreement was concluded.

9.3 Specified or agreed delivery times and other terms are approximate and must never be taken to imply a strict deadline. In the event of non-timely performance, you must give STYLCON MARKETPLACE notice of default in writing, specifying a reasonable term for performance. You are entitled to terminate the Agreement by written notice if and to the extent that STYLCON MARKETPLACE has not delivered the Products still to be delivered within a period of sixteen (16) weeks after the aforementioned delay.

9.4 Delivery times/terms of delivery will be extended by the time that the performance of the Agreement is delayed due to force majeure.

9.5 Delivery and/or installation will be suspended as long as You have not fulfilled its payment or payment guarantee obligations vis-à-vis STYLCON MARKETPLACE or if You fail to fulfil or fail to adequately fulfil its (information) obligations in connection with the delivery or installation of the Products.

9.6 STYLCON MARKETPLACE cannot be held liable for any direct or indirect damage as a result of non-compliance with delivery times or other terms.

9.7 STYLCON MARKETPLACE is entitled to under or over deliver any Order up to 5% of the quantities ordered and you will be required to accept such delivery as a fulfilment of the Order. The under or over delivery of any Order up to 10% (for production Orders of fewer than 100 units) and up to 5% (for production Orders of more than 101 units) will not qualify as a breach of any obligation under this Agreement on the part of STYLCON MARKETPLACE. STYLCON MARKETPLACE accepts no liability for any damage or loss caused as result of such over or under delivery of the Order. Your payment obligation will afterwards be linked to the quantities delivered

10.1 With due observance of the provisions of this article, all Products supplied by STYLCON MARKETPLACE to You remain the property of STYLCON MARKETPLACE until the moment that all its claims against You with regard to Products supplied pursuant to an Agreement have been settled in full, including claims arising from a failure to perform an Agreement (such as interest, costs and penalties). You are not entitled to a right of retention on these Products.

10.2 The Products may be resold or used by You in the course of its normal business operations, but no security right may be established on them as long as STYLCON MARKETPLACE retains the title to the Products.

10.3 With regard to all Products that are subject to retention of title by STYLCON MARKETPLACE, You are obliged to observe generally accepted standards of due care, to grant STYLCON MARKETPLACE access to those Products and to inform STYLCON MARKETPLACE immediately in writing of any action by third parties that has or could have a detrimental effect on STYLCON MARKETPLACE with regard to the Products supplied.

10.4 STYLCON MARKETPLACE retains the right to repossess Products supplied to You that remain the property of STYLCON MARKETPLACE, or to have them repossessed, if You fails to fulfil its obligations or if STYLCON MARKETPLACE has reason to believe that You will not fulfil its payment obligations. You are under an obligation to allow repossession to proceed. The costs incurred repossessing the Products are borne by You. In the event that Products are repossessed, You will be credited on the basis of the invoice value, or, in the event of damage to the Products, on the basis of the fair market value.

10.5 With regard to all Products held by STYLCON MARKETPLACE for You, STYLCON MARKETPLACE retains a right of retention for as long as You have not fulfilled its obligations.

10.6 You are obliged, at first request, to furnish additional security for the fulfilment of its obligations vis-à-vis STYLCON MARKETPLACE (such as the provision of a satisfactory bank guarantee) any time STYLCON MARKETPLACE requests You to do so.

10.7 You are obliged to point out to third parties (such as trustees and distrainors who purport to claim any right with regard to the Products on which STYLCON MARKETPLACE has a retention of title) the retention of title by STYLCON MARKETPLACE.

11.1 STYLCON MARKETPLACE makes every effort to make its STYLCON MARKETPLACE platform the best it can be but does not warrant perfect usage. You explicitly understand and agreed that the STYLCON MARKETPLACE platform is provided 'as is' and without warranty of any kind (express or implied). STYLCON MARKETPLACE translates digital designs to physical garment samples and bulk productions. Due to the nature of the process, the translations can lead to minor discrepancies between the digital design and physical product, for example, but not limited to, discrepancies in colour and/or design (also with regard to previous Orders made). STYLCON MARKETPLACE will use its best efforts to be as accurate as possible in this translation but cannot assure and will therefore not accept any warranty (or liability) that there will be no variations between the digital and physical product. These minor deviations do not constitute grounds for complaint or rejection of delivered products.

11.2 If STYLCON MARKETPLACE is under the obligation to apply or supply instructions, labels etc. for the garments for the benefit of third parties, including Your end customers, STYLCON MARKETPLACE will use its best efforts in providing such information. However, such information will only relate to the time of production and in no case STYLCON MARKETPLACE will be required to update such information and/or guarantee that such information remains up to date. You remain responsible for any communication around the garments or other deliverables of the Order. STYLCON MARKETPLACE shall in no case be liable towards third parties for any damage and misinformation whatsoever and your will indemnify STYLCON MARKETPLACE against any possible claims in this respect.

11.3 STYLCON MARKETPLACE obligations pursuant to this article will not apply, however, if: a. a shortcoming results from the fact that STYLCON MARKETPLACE has received incomplete or incorrect information with regard to the execution of the relevant Agreement; b. the Products as supplied have been used improperly or have not been properly maintained in accordance with the agreed or customary purpose or instructions for use; c. alterations to the Products have been carried out without the prior written consent of STYLCON MARKETPLACE; d. the Products supplied have been affected by external factors such as fire, water damage, etc.; e. You have not fulfilled or has not properly fulfilled an obligation vis-à-vis STYLCON MARKETPLACE arising from the underlying Agreement, or has failed to do so in a timely manner.

11.4 If STYLCON MARKETPLACE replaces Products in the course of fulfilling its guarantee obligations, these become the property of STYLCON MARKETPLACE from the moment the replacement is made.

11.5 At STYLCON MARKETPLACE's first request, You must return the shortcoming Products to STYLCON MARKETPLACE at its own expense, as per STYLCON MARKETPLACE instructions.

11.6 The replacement of Products does not interrupt or extend the warranty or complaint periods.

12.1 If and insofar as an Agreement does not specifically provide for acceptance inspection of the Products upon delivery, You must inspect the Products (including packaging and instructions for use) as thoroughly as possible and check that they are complete as soon as they are delivered.

12.2 You must inform STYLCON MARKETPLACE in writing and stating the reasons as soon as practicable, in any case within two (2) calendar days of delivery, about missing or damaged Products or components thereof, packaging, deviations in size or quantity, or other deviations from the agreed product specifications that can reasonably be discovered by means of a fair inspection of the Products upon delivery.

12.3 Any shortcoming that cannot reasonably be detected within the aforementioned period must be reported to STYLCON MARKETPLACE in writing and stating the reasons immediately upon discovery and at the latest within five days (5) of delivery of the Products.

12.4 Within 7 days of submitting a complaint, You must provide STYLCON MARKETPLACE with the following information: date of delivery, address at which the Products were delivered, a detailed description and motivation of the complaint and other relevant information to properly assess the complaint, such as pertinent visual imagery.

12.5 Submitting a complaint does not suspend Your payment obligations. You remain obliged in that case to accept delivery of and pay for any other Products ordered.

12.6 Complaints must be made in writing and in accordance with the procedures and within the time limits as stipulated in this article. Failing this, complaints will not be dealt with and there will be no further obligation or liability on the part of STYLCON MARKETPLACE vis-à-vis You with regard to the Products or Services concerned. You are also bound to store any defective components and to return them to STYLCON MARKETPLACE free of charge at STYLCON MARKETPLACE's first request.

12.7 If and insofar as STYLCON MARKETPLACE finds a complaint to be well-founded, STYLCON MARKETPLACE is only obliged to remedy the shortcoming(s) at its discretion or (in the event of a complaint about supplied quantities or missing Products) supplement the supplied Products, whereas You have no right to claim any additional compensation.

12.8 For items that STYLCON MARKETPLACE procures from third parties, its obligations vis-à-vis You can never be greater, nor of longer duration than the (guarantee) obligations of those third parties vis-à-vis STYLCON MARKETPLACE. STYLCON MARKETPLACE is discharged of its obligations vis-à-vis You as soon as it has transferred its claim on that third party to You.

12.9 Complaints do not release You from its payment obligations vis-à-vis STYLCON MARKETPLACE.

12.10 STYLCON MARKETPLACE is entitled to suspend subsequent Deliveries until complaints are determined to be unfounded or have been remedied or the parties have reached a settlement in the matter.

12.11 Products can only be returned with the prior written permission of STYLCON MARKETPLACE, under conditions to be determined by STYLCON MARKETPLACE.

13.1 STYLCON MARKETPLACE's liability vis-à-vis You is limited to the provisions of Articles 11, 12, and 19.

13.2 STYLCON MARKETPLACE cannot be held liable for any other direct or indirect damage, including consequential damage, loss of profits, suffered losses, missed savings, damage due to business interruptions or damage as a result of claims filed by third parties against You, in connection with or arising from an Agreement with You or an Agreement yet to be concluded with You or any other obligation under the law (such as an unlawful act).

13.3 STYLCON MARKETPLACE cannot be held liable for damage caused by the actions or omissions of Your personnel or third parties who perform services for You, including but not limited to recommendations and/or advice as to the use of the Products, except for damage due to intentional or gross negligence on the part of STYLCON MARKETPLACE.

13.4 In the event recommendations have been issued, this does not release You from its obligation to inspect Products (in each case) for suitability of purpose, and if necessary to discontinue their use. The actual application and use of the Products are entirely at Your expense and risk. STYLCON MARKETPLACE is not liable for this.

13.5 STYLCON MARKETPLACE cannot be held responsible and liable for delivery delays beyond STYLCON MARKETPLACE's control, for example caused by third party suppliers.

13.6 STYLCON MARKETPLACE can under no circumstances be held liable for damage if and insofar as it results from failure to comply with directions/instructions given by STYLCON MARKETPLACE or failure to comply with the (user) requirements of Products.

13.7 You are forbidden to address staff members of STYLCON MARKETPLACE and parties engaged by STYLCON MARKETPLACE personally in connection with an Agreement.

13.8 You must hold STYLCON MARKETPLACE liable for any damage suffered or that it expects to suffer no later than one (1) calendar month after it becomes aware or could reasonably have become aware of a damage-inducing circumstance. All claims for damages brought against STYLCON MARKETPLACE, except for claims that have been acknowledged by STYLCON MARKETPLACE, will lapse by the mere passage of twelve (12) calendar months from the date on which the claim arose.

13.9 Any conditions that limit, exclude or determine liability and that can be invoked against STYLCON MARKETPLACE by STYLCON MARKETPLACE's suppliers in connection with the Products supplied may also be invoked by STYLCON MARKETPLACE against You.

13.10 The employees of STYLCON MARKETPLACE or auxiliary personnel engaged by STYLCON MARKETPLACE for the performance of the Agreement may invoke any defence that can be derived from the Agreement vis-à-vis You as if they themselves were parties to the Agreement.

13.11 In the event that STYLCON MARKETPLACE, notwithstanding the preceding, is obliged to pay damages (in accordance with standards of reasonableness and fairness), You explicitly acknowledges that STYLCON MARKETPLACE's liability vis-à-vis You, contractually or otherwise, is, in any case, limited to the amount for which STYLCON MARKETPLACE's liability insurance provides coverage.

13.12 In the event that STYLCON MARKETPLACE, notwithstanding the stipulations of article 13.10, is obliged to pay damages (in accordance with standards of reasonableness and fairness), You explicitly acknowledges that STYLCON MARKETPLACE liability vis-à-vis You, contractually or otherwise, is, in any case, limited to the invoice value of the Product purchased by You that gave rise to the event that caused the damage, or (if this is lower) an amount of N500,000 in total for each series of events arising from one and the same cause.

13.13 You are obliged to indemnify and compensate STYLCON MARKETPLACE, its employees and third parties engaged by it in the event of claims by third parties connected with the sale/delivery, as well as the presence and/or the utilisation of the Products in respect of damage for which STYLCON MARKETPLACE is not liable on the basis of the Agreement.

STYLCON MARKETPLACE is entitled to engage third parties for the execution of the Agreement.

16.1 You must ensure, at its own expense and if applicable, that You have obtained in a timely manner all permits, authorisations, certificates and registrations required pursuant to the applicable for the commercial resale, purchase and use of the Products (if applicable in combination with other equipment) and/or that it has the legal capacity that entitles it to do so.

16.2 You will comply with all requirements applying to it pursuant to national and Nigerian legislation, decisions, rulings and decisions of competent authorities, guidelines for the sector, and requirements relating to permits, certificates and registrations in connection with the resale, purchase and use of the Products (in combination with other equipment)

17.1 STYLCON MARKETPLACE or its licensor(s) shall remain the exclusive owner of the Intellectual Property Rights ('IP Right(s)') vested in them before, during and after conclusion of the Order, and nothing in the contractual relationship with You nor the services performed by STYLCON MARKETPLACE shall be construed as a transfer of such IP Right to You.

17.2 By placing an Order or giving any other order to use, reproduce or reproduce material (in the broadest sense of the word) protected by the Nigeria Copyright Laws or any other IP Right, You declare and warrant that no infringement is made to any copyright or industrial property right of third parties and You indemnify STYLCON MARKETPLACE in and out of court for all claims and consequences arising from the use, reproduction or reproduction of such material.

17.3 STYLCON MARKETPLACE grants You the non-exclusive, royalty-free right to use relevant IP Rights owned by STYLCON MARKETPLACE for and in accordance of the purpose as set out in the Order and only for the term as strictly necessary.

17.4 The license is granted on the condition that You fully meet Your financial obligations.

17.5 You grant STYLCON MARKETPLACE the non-exclusive, royalty-free right to use relevant IP owned by You for the purpose of fulfilling the Order.

17.6 All IP Rights relating to the Functional Design incorporated into any Product or Service and provided by STYLCON MARKETPLACE to You in relation to the fulfilment of the Order or otherwise created by STYLCON MARKETPLACE, shall vest exclusively with STYLCON MARKETPLACE (or its licensor(s), if any).

17.7 All IP Rights regarding to Your graphic design (in the broadest sense of the word) of the garment, including applied artwork, logos or other visual attributes, but explicitly excluding the Functional Design, shall vest with You.

17.8 You explicitly agree that within the scope of the Order, only existing IP Rights will be used and as such no new IP Right is to be developed.

17.9 STYLCON MARKETPLACE is and will not be (held) responsible for any garment and/or design, image or logo created or produced in STYLCON MARKETPLACE and ort third party engaged by You. It is Your sole responsibility to ensure You have the permission or intellectual property rights for any design, image or logo created or uploaded into STYLCON MARKETPLACE.

17.10 STYLCON MARKETPLACE has the right to mention Your name and/or logo for its own promotion. STYLCON MARKETPLACE is also at liberty to keep a part of the designed garments, or remnants thereof, for example for administrative purposes.

17.11 All confidential information (especially including, but not limited to fabric details) provided by STYLCON MARKETPLACE in the scope of the Order will be owned by and remain the sole and exclusive property of STYLCON MARKETPLACE. All information from STYLCON MARKETPLACE shall considered to be confidential, unless explicitly agreed otherwise.

17.12 You shall defend and hold STYLCON MARKETPLACE harmless against any expense, loss, costs or damages relating to any claimed IP infringement to You regarding the purchased Products or Services

18.1 If: a. You have filed for Your own bankruptcy, are declared bankrupt or apply for a payment moratorium; or b. a decision to liquidate or to terminate Your business activities or to sell Your business activities or to change the nature of Your business activities substantially in STYLCON MARKETPLACE's opinion is taken and/or implemented; or c. You fail to fulfil or fully fulfil any of its obligations vis-à-vis STYLCON MARKETPLACE by virtue of the law or pursuant to contractual conditions; or d. You fail to pay an invoice amount due to STYLCON MARKETPLACE within the set term; or e. all or part of Your assets are seized; or f. a situation comparable to those described under letters a through e occurs under the laws of the country in which You have Your registered offices, You are deemed to inform STYLCON MARKETPLACE immediately and be in default by operation of law and Your (remaining) debt vis-à-vis STYLCON MARKETPLACE is immediately due and payable. STYLCON MARKETPLACE will then be entitled to dissolve or terminate the Agreement in whole or in part immediately without notice of default or judicial intervention or to suspend its obligations, all without prejudice to STYLCON MARKETPLACE's other rights, such as its rights with regard to already expired fines, interest, and compensation. STYLCON MARKETPLACE will not be obliged to pay any compensation to You in the event of dissolvement or termination of the Agreement in accordance with the provisions of this article.

18.2 In the event of a situation as referred to in paragraph 1, STYLCON MARKETPLACE is entitled to take back the Products unfettered by any of Your rights and without any obligation to return the Products to You. Should that situation arise, STYLCON MARKETPLACE and its authorized representatives are entitled to enter Your premises / buildings in order to take possession of the Products. You are obliged to take all necessary measures to enable STYLCON MARKETPLACE to exercise its rights.

18.3 If the Agreement is dissolved or terminated pursuant to this article before the ordered Products have been delivered, STYLCON MARKETPLACE will be entitled to the full price agreed for those Products, minus any direct savings for STYLCON MARKETPLACE resulting from the dissolvement/termination.

18.4 Upon dissolvement/termination of the Agreement, those provisions which by their nature are intended to remain in force will remain in force.

All Agreements concluded by the parties are governed by Nigerian law. Any disputes in connection with or arising from an Agreement will initially be submitted exclusively to the competent court in the jurisdiction in which STYLCON MARKETPLACE has its registered offices, without prejudice to STYLCON MARKETPLACE's right to submit a dispute to another court with jurisdiction by law or by treaty.

STYLCON MARKETPLACE reserves the right to make amendments to the Agreement and/or the General Terms and Conditions. STYLCON MARKETPLACE will inform You of these amendments. Barring receipt by STYLCON MARKETPLACE of a written objection within fourteen (14) working days of notification of the amendments, You are deemed to have accepted the changes.