Terms and Conditions
Acceptance of Terms
We reserve the right to modify the Agreement from time to time without prior notice to you. You can know if these Terms and the other components of the Agreement have been changed by referring to the date at the top of each posted document. It is your exclusive obligation to review the Agreement carefully. Please do so. If you do not agree to be bound by all provisions, do not purchase any products from the Website and please exit the Website promptly. Your continued use of this Website after such changes will constitute acknowledgement and acceptance of the modified Agreement. You should review the Agreement regularly for any changes. All questions, inquiries or notices should be directed to: Silent Night Ecommerce Telephone: (+254) 722 512 273; Email: [email protected]
When you transact any business with Silent Night, including but not limited to your placing any order on the Website, you expressly acknowledge that this Agreement is enforceable and legally binding and that it provides the binding terms and conditions for your use of the Website and the purchase of any Products. In submitting an order for any Product, you expressly certify that you read, understood, and agree to be bound by all of the provision of the Agreement.
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONSTITUTES A LAWFUL AND VALID “CLICK-WRAP” AGREEMENT which means that, prior to allowing you to submit an order, the Website presents you with a message on your computer screen requiring that you affirmatively manifest your assent to the terms of this Agreement by clicking on an icon. Specifically, the Website clearly and conspicuously provides a link to this Agreement and, thereafter, requires you to click a box wherein you indicated that you have read, understood and agree to be bound by this Agreement. The Website does not allow you to proceed through the order process or submit an order unless you affirmatively manifest your assent to the terms of this Agreement by clicking in the box. By clicking the box and submitting your order, you complete the foregoing “Click-Wrap” steps.
Silent Night is making this Website available solely for the purpose of enabling you to browse, gather information on, and purchase the Products described on this Website. We reserve the right to change the description of our Products or to discontinue offering any of our Products at any time and without notice, and to exercise this right however we determine to be necessary or appropriate. If you have a question about this Website or Products available to you for purchase on this Website, please contact Silent Night. By using this Website to purchase Products, you agree you will use the Products only for personal use and not for any commercial, illegal or improper purpose.
Silent Night reserves the right to limit the sales or quantities of sales of our Products to any person, geographic region or jurisdiction, and to exercise this right on a case-by-case basis as determined to be necessary or appropriate.
All of the content and material used in constructing this Website and that you see and hear on this Website is subject to Kenya and international copyright, trade dress, trademark and/or other intellectual property laws with all rights thereto held by Silent Night. Use of any content or material on this Website without prior written authorized by Silent Night is strictly prohibited and may subject you to liability.
For purposes of these Agreement, “content and material” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed or heard by users on our Website and is owned by Silent Night. You are granted the limited permission to use this Website only as stated in these Terms.
Silent Night has not taken and will not take content from you or any third party unless it has been assigned to Silent Night pursuant to law. However, if you are a copyright holder and have a good faith belief that any content or materials posted on this Website infringes your copyright, please send to us your notification of claimed infringement requesting the material to be removed or blocked. Your notice must contain the following: (a) Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works, including title(s), author(s), any KENYA Copyright Registration number(s), URL(s) etc.; (b) Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the copyright holder’s work(s) (for example, file name or URL of the page(s) that contain(s) the material); (c) Your contact information so that we can make contact with you (including for example, your address, telephone number, and email address); (d) A statement that you have a good faith belief that the use of the material identified above in “b” is not authorized by the copyright owner, its agent, or the law; (e) A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner; and (f) Your signature. Prior to sending us notice, you may wish to consult a lawyer to determine your rights and legal obligations under applicable laws. Nothing here or anywhere on this Website is intended as a substitute for qualified legal advice. You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from the Website without liability to you or any other party.
Use of Website
This Website is being made available solely for your personal use only for browsing and purchasing our Products and communicating with us. You may NOT use this Website or its content: (a) for any commercial purpose; (b) for any unlawful purpose; (c) to solicit others to perform or participate in any unlawful acts; (d) to violate any international, federal, provincial or Republic regulations, rules, laws, or local ordinances; (e) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (f) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or gender; (g) to submit false or misleading information; (h) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of this Website or of any related website, other websites, or the Internet; (i) to collect or track the personal identification information of others; (j) to spam, phish, pharm, pretext, spider, crawl, or scrape; (k) for any obscene or immoral purpose; or (l) to interfere with or circumvent the security features of this Website or any related website, other websites, or the Internet.
You may NOT resell or make commercial use of this Website, any of its content or any of the Products. You may NOT modify, adapt, translate or convert into another form any portion of this Website. You may NOT copy, reproduce, download, display, perform, transfer, transmit or publish any of the content of this Website by any means or in any form, other than for your own personal use. You may NOT access this Website from any jurisdiction where doing so would be illegal. You agree to use this Website only for its intended purpose and in a manner that is authorized. Without intending any limitation of the above prohibitions, you agree to comply with all laws pertaining to privacy, data collection and protection, intellectual property, contract and other applicable laws, including but not limited to those laws in the jurisdiction in which you reside or from which you use this Website, and you agree not to transmit any worms, viruses or any code of a destructive nature. We reserve the right to terminate your authorization to use this Website should you violate any of the prohibited uses.
If you know of, or suspect, copyright or trademark infringement or other unauthorized or improper use of the contents of this Website by others, including but not limited to uses for commercial purposes, please notify Silent Night.
Billing and Electronic Signature
You agree to timely pay the purchase price and related Shipping and Handling costs (if any) when such sums are due and owing as consideration for Company’s sale and delivery of the Products to you. The Website provides various pay options for you convenience, including credit card, debit card, Mobile Money and various financing options. As part of your submitting any order through the Website, you will be required to type your name. This constitutes your electronic signature, and it is your verification that your name, address, and billing information is correct and that you have read, understood, and agree to be bound by this Agreement.
YOU AGREE THAT THE COMPANY MAY RELY UPON YOUR TYPE-WRITTEN ELECTRONIC SIGNATURE AS CONFIRMING YOUR AGREEMENT TO PURCHASE THE PRODUCTS ORDERED AND TO BE BOUND BY THIS AGREEMENT. You also acknowledge and agree that the Company’s reliance upon your electronic signature is specifically sanctioned by the Uniform Electronic Transactions Act and the Electronic Signatures in Global and CBK E-Money Regulation Act, 2013. Both laws specifically preempt all Republic laws that recognize only paper and handwritten signatures, which shall hereby be deemed waived by you.
All Products that you purchase from the Company are subject to the terms of this Agreement and the risks of loss and title for such Products pass to you upon the Company’s delivery of the Products to the carrier for your benefit. This means that title to the Products legally transfers to you, and that you bear the risk of loss of the Products during shipment. Nothing herein requires you to pay shipping costs that are not clearly communicated to you at the time of purchase.
Payment and Shipping
The prices for the Products are displayed on the Website, and Silent Night will take reasonable efforts to make sure those prices are accurate. However, the prices displayed to you are subject to change at any time. Also, the displayed prices do not include taxes. Any change in prices and any sales tax will be communicated to you before you complete your order pursuant to the Click-Wrap process. All transactions will be in KENYA Shillings. The Products you order will be shipped to the address you Republic during the check-out process. There will be no undisclosed additional charge for shipping or handling.
You agree to provide current, complete and accurate information for all purchases made using this Website. If incorrect, you agree to promptly update your information, including without limitation your email address, billing address, telephone number, and credit card number and expiration date, so that we can complete your transactions and contact you as needed.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, cancel orders that, in our judgment, appear to be placed by dealers, resellers or distributors for resale rather than for personal use, or for use in any of the prohibited ways listed herein. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer, billing or shipping addresses, or credit card. In the event that we make a change to or cancel an order, we may attempt to notify you using the e-mail address and/or billing address/phone number provided at the time the order was made.
For details about returns, please review the Silent Night Return/Exchange and Refund Policy which by this reference is incorporated herein. You are required to carefully read the Silent Night Return/Exchange and Refund Policy prior to transacting any business with Silent Night as part of this Agreement.
You may cancel your order at any time prior to shipment of the purchased Products without penalty by contacting Silent Night via email at [email protected] with the Subject Heading “Order Cancellation.” Any order that has already been shipped may not be cancelled in this manner and is subject to the posted Silent Night Return/Exchange and Refund Policy.
The Silent Night Warranty sets forth Silent Night’s warranties for each Product, and by this reference The Silent Night Warranty is incorporated herein. There is no guarantee or warranty that is not provided therein. You are required to carefully read The Silent Night Warranty prior to transacting any business with Silent Night as part of this Agreement.
Also, by your Submissions, you represent and warrant that the content is your own original content and that no other person has any rights thereto. You represent and warrant that your Submissions do not and will not violate any right(s) of any third-party, including copyright, trademark, privacy, or other personal or proprietary right. You further agree that your Submissions will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of this Website or any related website. You may not use false personal identification information, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of your Submissions. You are solely responsible for the Submissions you make and their complete accuracy.
Regarding Submission, Silent Night advises users of its Website that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors. Silent Night takes no responsibility and assume no liability for any Submissions you make to us. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or in violation of any third-party’s intellectual property rights or these Terms.
ALTHOUGH SILENT NIGHT TAKES REASONABLE EFFORTS TO VERIFY THE CONTENT OF THIS WEBSITE, WE DO NOT REPRESENT OR GUARANTEE THAT THE CONTENT IS ACCURATE, COMPLETE, USEFUL, TIMELY OR RELIABLE OR THAT THIS WEBSITE WILL OPERATE WITHOUT ERROR OR DISRUPTION. THIS WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT OF THIS WEBSITE AND PRODUCTS OFFERED AT THIS WEBSITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS, AT ANY TIME WITHOUT NOTICE. THE CONTENT OF THIS WEBSITE OR PRODUCTS AVAILABLE AT THIS WEBSITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK, AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY, AND SILENT NIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO SERVICES PROVIDED ON THIS WEBSITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WITHOUT LIMITING THE FOREGOING, AND SUBJECT TO THE SILENT NIGHT WARRANTY, SILENT NIGHT MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE OR OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS OR MALWARE FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS, OR (v) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED FROM THIS SITE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.
WE ARE NOT RESPONSIBLE FOR YOUR DEALINGS WITH ANY THIRD PARTY RELATED TO YOUR USE OF THIS WEBSITE. YOU AGREE TO RESOLVE ANY DISPUTES WITH THIRD PARTIES DIRECTLY WITH SUCH PARTIES, AND YOU AGREE NOT TO INVOLVE SILENT NIGHT IN ANY DISPUTE WITH THIRD PARTIES. YOU RELEASE SILENT NIGHT FROM ALL CLAIMS, DEMANDS AND DAMAGES RELATED TO DISPUTES BETWEEN YOU AND THIRD PARTIES.
WE MAKE NO PROMISES AND DISCLAIM ALL LIABILITY FOR USE OF THIS WEBSITE OUTSIDE THE KENYA AND CANADA.
Limitation of Liability
YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT, YOUR USE OF THIS WEBSITE, AND YOUR PURCHASE AND USE OF ANY PRODUCT SHALL BE LIMITED TO THE AMOUNT YOU PAID US FOR PRODUCTS PURCHASED THROUGH THIS WEBSITE.
IN NO EVENT SHALL SILENT NIGHT OR ANY LICENSOR OF SILENT NIGHT, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM BODILY HARM, PERSONAL INJURY, LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR INABILITY TO USE THIS WEBSITE, AND/OR THE PURCHASE AND/OR USE OF ANY PRODUCT. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES.
IF YOU ARE DISSATISFIED WITH THIS WEBSITE, ANY CONTENT ON THIS WEBSITE, OR THESE TERMS, YOUR SOLE REMEDY AND EXPRESS OBLIGATION IS TO STOP USING THE WEBSITE. DO NOT MAKE ANY PURCHASES FROM THE WEBSITE. IN THE EVENT YOU FAIL TO STOP USING THE WEBSITE AND CLAIM SOME INJURY AS THE RESULT, YOU AGREE TO INDEMNIFY AND HOLD SILENT NIGHT HARMLESS FROM ANY AND ALL LOSSES OR DAMAGE, INCLUDING ATTORNEY’S FEES INCURRED BY SILENT NIGHT IN DEFENSE OF ANY ACTION INITIATED BY YOU OR A THIRD PARTY.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. BY USING THIS WEBSITE OR TRANSACTING ANY BUSINESS WITH SILENT NIGHT, YOU EXPRESSLY AGREE TO THE JURISDICTION OF ARBITRATION PANELS AND COURTS OF THE REPUBLIC OF UTAH AND THAT UTAH LAW GOVERNS YOUR RELATIONSHIP WITH SILENT NIGHT.
You agree to defend, indemnify, and hold Silent Night (and its directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors) harmless from all liabilities, claims, and expenses, including attorneys’ fees that may arise from your use or misuse of this Website, your breach of this Agreement or your violation of any law or the rights of a third-party. We will provide notice to you promptly of any such claim, suit, or proceeding. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Although this Site may be accessible worldwide, we make no representation that Products available on this Website are appropriate or available for use in locations outside Kenya. Those who choose to access this Website from outside the Kenya do so on their own initiative and at their own risk. If you choose to access this Website and to purchase Products, you are responsible for compliance with local laws in your jurisdiction, including but not limited to protection of personal identification information and the taxation of products purchased over the Internet. Any offer for Product made in connection with this Website is void where prohibited. Silent Night reserves the right to refuse or rescind the purchase of Products from locations outside the Kenya. Where a purchase outside the Kenya is allowed to occur, Silent Night reserves the right to modify or void any or all refund and warranty policies.
This Site is controlled by Silent Night from our offices in 11, Kitui Road, Industrial Area, Nairobi, and the statutes and laws of Kenya shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Arbitration panels and Courts located in Kenya with respect to any claim arising in any way out of your use of the Website, your purchase of any Products, your use of any Products, and/or your transaction of any business in any way with Silent Night.
Notwithstanding anything to the contrary, sales made outside the Republic of Kenya are agreed by you to be made at your initiative and request and are not intended by Silent Night to be a voluntary submission to the personal jurisdiction of the courts in those locations.
Dispute Resolution Policy
For purposes of the Dispute Resolution Policy, a “Dispute” is defined as any controversy, claim, dispute, or difference arising between you and Silent Night out of or relating to this Agreement, the Products (including your use thereof), your transacting business with Silent Night in any way, or your use of the Website in any way.
Any Dispute shall be resolved solely and exclusively by arbitration to be held in the Republic of Kenya, with a single disinterested arbitrator and pursuant to the Kenyan law. You expressly acknowledge that arbitration does not permit class action proceedings, and by entering into this Agreement, you expressly waive any right to participate in a class action proceeding, either as a representative, participant, or member, and you expressly agree to proceed in a non-class arbitration. Except as may be required to enforce an arbitration decision, you and Silent Night expressly waive any right to file any legal action in any other Court of Law or before any other tribunal. Each party to such arbitration shall be responsible for its own attorneys’ fees and costs regardless of the outcome of the arbitration.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Ecommerce Compliance at the addresses set forth above. You agree to allow us to submit notices to you either through the email address provided, or to an address we have on record. Any notices or communication under this Agreement will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by Courier-Mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Products available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
Savings Clause and Severability
If any part of this Agreement is held unlawful, void, invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Agreement, and the remaining portions shall remain in full force and effect.
Any failure by us to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of that right or provision. Our rights and remedies under this Agreement is cumulative, and the exercise of a right or recovery of a remedy shall not limit or prevent our exercise of another right or recover another remedy allowed under these Terms.
Also incorporated into this Agreement by reference as if fully set forth herein are the following:
SILENT NIGHT RETURN/EXHANGE AND REFUND POLICY
SILENT NIGHT WARRANTY
ACCEPTANCE OF AGREEMENT.
The content contained in this Agreement, and the analyses, opinions, research, and any other information provided by or through the Website, through Customer Support, or through any other agent of the Company may be updated or amended from time to time, in whole or in part, without specific notice to you. The latest terms of this Agreement will be posted on the Website. Your continued access or use of the Website, or receipt of new Products shall constitute your acceptance of all of the Terms and Conditions posted at the time of those specific transactions. You agree to regularly check the Website for such updates or amendments.
Mobile Communication and Promotions
Silent Night does not send unsolicited Mobile Messages. You will only receive Mobile Messages if you have submitted an Opt-In request using your mobile device, such as through texting a keyword or short code to opt into the Program or through opting-in online by providing your mobile number. Regardless of the opt-in method, you utilized to join the Program, you agree that these Terms apply to your participation in the Program.
The mobile messaging service used by Company to communicate with you requires human intervention for Company’s mobile messages to be initiated, and thus Company’s mobile messages are not sent to you by an automatic telephone dialing system (“ATDS” or “auto dialer”). Nevertheless, by participating in the Program, you agree to receive autodialed marketing mobile messages and you understand that consent is not required to make any purchase from Company. You also recognize that message and data rates may apply and are your sole responsibility. The Program involves recurring mobile messages, and additional mobile messages may be sent based on your interaction with Company. You also agree that Silent Night may use the data you submit (i.e., your name and/or mobile phone number) to locate you on, and communication with you through, other social media channels (e.g., Facebook).
It is a violation of this policy to use another’s mobile phone number to opt-in to this Program, or any other similar Silent Night program. In opting-in, you represent and warrant, under penalty of perjury, that the mobile number you used to opt-in is yours. It is also a violation of this policy to opt-in any third party without their express, written consent.