Vendor Terms and Conditions

VENDOR’S TERMS & CONDITION

1. Scope

1. The Company owns and operates a platform in Nigeria that allows vendors to sell their products to the public over the internet. This platform is currently provided on the website oshilolo.com but may be provided on different websites or applications in the future.

1. The vendor will have the opportunity to sell their products on the platform. the Company is entitled to accept purchases on behalf of the seller, the service provided by the Company is limited to referring customers to the vendor and accepting orders and payments on their behalf. In addition to this, it is at the Company’s discretion that they provide the vendor with analytics about the performance of the vendor’s products and additional marketing support. This support may be reflective of the agreed level of commission.

1. The vendor authorises the Company to accept binding orders from customers on their behalf.

1. The Company may carry out changes to the website or service, or suspend the service, without notice.

2. The Company’s rights and obligations
3. The vendor acknowledges that the relationship between customers and the Company is governed by the privacy policy and the general terms and conditions, both available on the website.
4. The Company will present on the website the products listed by the seller. The vendor will be responsible for listing their own products.
5. The Company is authorised to accept binding sales on behalf of the vendor and will be careful to pass order data on to the vendor as well as technology allows.
6. In order to maintain its reputation for quality and high standard of service, the Company reserves the right to terminate the relationship with the vendor if the vendor repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.
7. Vendor’s rights and obligations

1. The vendor is obliged to provide all the information necessary when listing a product on the Company’s website. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The vendor must never knowingly deceive a potential customer by misrepresenting their product/s. The vendor must notify the Company of any changes to the detail of their listings while uploaded on the site.
2. The vendor guarantees that information listed on the Company relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.
3. The vendor will be responsible for keeping an up-to-date inventory of all their products listed on the Company.
4. The vendor guarantees that the information provided by him does not violate any third party’s copyright.
5. The vendor will contact the customers no more than is necessary for processing the transactions referred by Company. In particular, the vendor will not send any advertising email or other commercial advertisements to the customer without prior agreement from the Company or the expressed wish of the customer. When delivering products sold via the Company, the vendor will not advertise any of the Company’s competitors.
6. The vendor will process orders and arrange delivery with all reasonable care the moment receipt of confirmation of sale is received through the Company site via email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within 1 working day. The vendor is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the vendor and all their products from the Company platform.
7. If the vendor cannot fulfill an order submitted to him, he must notify Company as soon as possible, and within 1 day of receiving the order at the latest.
8. The vendor agrees to adhere to his range of products and prices as provided to the Company and as described on their listing on the website. The vendor guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. The vendor further guarantees to take great care to keep up-to- date his range of products, stock count, prices and associated terms and conditions, like delivery fees.
9. The vendor representative is to provide Company with a copy of his/her valid Identity Card at the contract signature.

4. Commission
5. The vendor agrees to pay the Company 7.5%  commission on the gross revenue from their sales made through the Company platform. Depending on the category it may be appropriate to agree different commission percentages for certain items or product/service categories.
6. The Company may start charging additional fees for the sale of goods through the Company’s platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, the vendor will be notified prior to their commencement in writing and they will have the option to opt out.
7. The Company reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the vendor. Company will give the vendor adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

5. Customer online payment

1. In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless online Transfer), Company collects the payment for the relevant order in Company’s name on behalf of the vendor, and pays it out to the vendor according to the invoicing agreement.
2. The vendor will keep receipts of deliveries to customers for at least 13 months and make those available on request. In case of problems that may cause the order to be rescinded, or in case of a delivery failure, the vendor must immediately notify the Company by phone so that the credit card payment may be cancelled.
3. The vendor bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has been credited to the vendor, the Company reserves the right to correct the amount the vendor is invoiced to offset this payment.

6. Invoicing and vendor payment

1. The Company’s invoices may be delivered by email, online, fax, post or in person. They include Company’s claims on the vendor, commission, and, if applicable, other fees as stated in S4 (b).
2. The Company is to send a monthly statement of confirmed orders to the Supplier by the 10th of each month after which the supplier will have 5 days for verification and commission settlement.
3. The vendor is to pay commission to Company by the 5th day of receiving the monthly statement unless there are disputes/clarifications needed which have to be conveyed to Company in writing within the allocated 5 days.
4. In case the supplier receives the payment of sold products/services on www.oshilolo.com directly, supplier is bound to pay the agreed commission to the Company in 5 days of receiving statement each month.
5. Payments would be made by bank transfer or cross cheque payable to ‘Company’.

7. Liability

1. The vendor indemnifies the Company from all claims arising in relation to matters outside the Company’s control, including but not limited to the quality of goods and services provided by the seller. The vendor further indemnifies the Company from third parties’ claims resulting from any violation of laws and regulations by the seller.
2. The Company cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.
3. VAT liability rests with the vendor and the Company will not be responsible for any VAT issues.

8. Privacy

Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.

9. Licence

1. The Company has the right to freely maintain the vendor’s listing and its ranking on the website. The Company offers customers the opportunity to give ratings and reviews of the vendor’s goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. The Company reserves the right to delete ratings and reviews.
2. The Company may scan, transcribe, and publish online the vendor’s listings, logos and other materials required. The vendor grants to the Company a royalty- free, perpetual, unrestricted licence to use and distribute any materials provided by him, for the purpose of advertising the Company’s service. In particular, this includes use in Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.

10. Terms and termination
11. 
    This agreement is valid as soon as the vendor signs the contract, or fulfils an order referred by the Company, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, post or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for important cause remains unaffected.
12. The right to immediate termination in particular covers the case where the vendor repeatedly receives negative ratings and reviews on the website, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information required to present the vendor’s items is also grounds for immediate termination. Typos, mistakes and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

11. General

1. If a single clause in this agreement is invalid, both parties will endeavour to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.
2. The Company reserves the right to modify his general terms and conditions without giving any justification. In that case, the Company will give the vendor adequate notice via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.
3. The changed terms and conditions are considered agreed by the vendor if he does not object to them in writing within 2 weeks of receiving notice of the changes.
4. Any terms and conditions of the vendor are not part of this agreement unless the Company expressly agrees to adhere to them in writing.