Seller Africa E-commerce Vendor Agreement
Effective Date: 20/09/2024

This Vendor Agreement (“Agreement”) is made between:

The Company: Seller Africa, a company registered under the laws of Nigeria, with its principal place of business at No 5 Admiralty Way, Lekki Lagos, Nigeria (hereinafter referred to as “Platform” or “We”).

The Vendor: The individual or entity who accepts these terms and registers to sell products on the Platform (hereinafter referred to as “Vendor” or “You”).

By registering as a Vendor or selling products on the Platform, you agree to be bound by the terms and conditions of this Agreement, including all policies referenced herein.

1. Engagement and Scope of Agreement

1.1. Vendor Status
The Vendor is an independent contractor. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the Parties.

1.2. Platform Service
The Platform provides an online marketplace that allows Vendors to offer and sell their products directly to customers in the Diaspora market. The Platform acts solely as a facilitator; the contract for the sale of goods is between the Vendor and the Customer. The Platform does not guarantee sales. Success on the Platform depends on the Vendor’s product quality, branding, and pricing.

2. Vendor Conduct and Product Listings

2.1. Accurate and Lawful Information

• Accuracy: You must provide complete, accurate, and current information to the Platform and customers at all times, including your business details, product descriptions, inventory levels, and pricing.
• Business Name: Your business name must accurately identify your business and not mislead customers.

2.2. Product Compliance and Warranties

• Compliance: All products offered for sale must comply with all applicable laws, regulations, and industry standards in the country of sale, including consumer protection, product safety, public health, and labeling laws.
• Authenticity: You warrant that all products are genuine, free from defects, have a 24-month shelf life, and are not counterfeit, pirated, or stolen.
• Branding & Packaging: Vendors must adhere to the Platform’s branding and packaging standards, including Seller Africa’s branding services to ensure international market appeal. If the Vendor opts not to use Seller Africa’s branding services, they accept responsibility for potential product boycotts arising from poor branding, weak packaging, or misrepresentation.

2.3. Prohibited Activities
The Vendor shall not:

• Attempt to influence or manipulate customer ratings, feedback, or reviews.
• Contact customers except through the Platform’s approved messaging system for order fulfillment or customer service. Marketing communications are prohibited.
• Circumvent the Platform’s sales process or divert customers to external websites.
• Operate multiple selling accounts without the Platform’s written permission.
• Use Seller Africa’s brand materials (name, logo, etc.) without authorization; violations will result in immediate termination.

3. Financial Terms and Payment

3.1. Commission and Fees
The Vendor agrees to pay the Platform a 30% commission on each sale, calculated on the total sales price (including VAT/Tax, if applicable). Commission rates are outlined in the Platform’s Fee Schedule, incorporated by reference.

3.2. Payment and Settlement

• Payment Method: All payments must be processed through the Platform’s designated payment gateway. Direct acceptance of payment outside the Platform is prohibited.
• Settlement: Net proceeds (Sales Price minus Commission, fees, and taxes) will be remitted to the Vendor’s designated Eco Bank (USD) account on a monthly schedule, following a 30-day holding period for potential customer returns/disputes.
• Currency: Transactions and settlements shall be conducted in USD unless otherwise agreed.

4. Fulfillment, Shipping, and Returns

4.1. Fulfillment Responsibility
The Vendor is responsible for timely and accurate order fulfillment, including packaging, handling, and delivery (unless optional Platform fulfillment services are used).

4.2. Delivery and Logistics

• Timelines: Vendors must adhere to delivery timelines specified in listings and communicate potential delays to customers promptly.
• Proof of Delivery: Vendors must obtain verifiable proof of delivery (customer signature, ID confirmation, or geo-location data).
• Risk of Loss: The risk of loss or damage remains with the Vendor until the Product is successfully delivered and accepted.
• Delivery Timeline: For shipments fulfilled via the Platform’s logistics network, the Platform is not responsible for transit delays or related issues.
• Liability: The Platform facilitates connections with trusted logistics partners but bears no liability for logistics incidents.

4.3. Local Delivery Charges
The Vendor pays all local delivery costs to deliver products to designated partners for outbound shipping and to buyers in the diaspora market. Vendors should include these costs in product pricing.

4.4. Returns and Refunds
The Vendor must comply with the Platform’s Customer Returns and Refund Policy. The Platform may deduct refund amounts and processing fees from future settlements. Products stored in the US fulfillment warehouse are subject to a 24-month storage and shipping obligation. After 24 months, unsold inventory is returned at the Vendor’s expense. Returns initiated before 24 months are at the Vendor’s expense.

5. Legal and Regulatory Compliance

5.1. Governing Law and Jurisdiction
This Agreement is governed by the laws of the Federal Republic of Nigeria. Parties submit to the exclusive jurisdiction of the courts in FCT Abuja.

5.2. Taxation
The Vendor is responsible for determining, charging, collecting, and remitting all applicable taxes, including VAT/GST, duties, and levies.

5.3. Data Protection
The Vendor must comply with local data protection laws (e.g., POPIA, NDPR) regarding customer personal data accessed through the Platform. Customer data may only be used to fulfill specific orders and must be securely deleted afterward.

6. Suspension and Termination

6.1. Termination by Vendor
The Vendor may terminate this Agreement with 30 days’ written notice.

6.2. Suspension and Termination by Platform
The Platform may suspend or terminate this Agreement immediately if:

• The Vendor violates any term or policy.
• Performance metrics fall below required standards.
• Required legal or compliance documentation is not maintained.

6.3. Withholding of Funds
The Platform may withhold payments during investigations, customer claims, or to recover amounts owed due to breaches.

7. Indemnification

The Vendor agrees to indemnify, defend, and hold harmless the Platform and its affiliates from any claims, losses, damages, liabilities, or expenses arising from:

• Breaches of product warranties.
• Non-compliance with laws or regulations.
• Intellectual property infringement claims.
• Product liability, personal injury, or property damage caused by the Vendor’s products.

8. General Provisions

8.1. Entire Agreement
This Agreement, including all incorporated policies (Fee Schedule, Returns Policy, Privacy Policy), constitutes the entire agreement between the Parties.

8.2. Amendments
The Platform may modify this Agreement at any time. Changes become effective 7 days after posting on the Platform’s website. Continued use constitutes acceptance.

8.3. Force Majeure
Neither Party is liable for delays or failures caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, severe weather, or regional infrastructure failures.

9. Acceptance of Terms

By registering on the Platform or clicking the “I Agree” button, the Vendor acknowledges having read, understood, and agreed to this Agreement.

FOR THE VENDOR (Electronic Acceptance)
Completion of digital registration constitutes electronic signature and acceptance.

• Vendor Name (Legal Entity/Individual) | [Auto-filled during registration]
• Vendor Email Address | [Auto-filled during registration]
• Date of Acceptance | [System Date Stamp]

FOR THE PLATFORM
SELLER AFRICA GLOBAL
Legal Counsel/Authorized Representative
Date of Platform’s Authorization: 20/09/2024