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ONLINE VENDOR AGREEMENT

1 Scope

(1) OCTRAMARKET MOBILE SERVICES LIMITED (“OCTRAMARKET”) owns and operates a platform in Nigeria known as Octramarket that allows vendors to sell their products to the public over the internet. This platform is currently provided on the website www.octramarket.com and applications.

 

(2) The Vendor will have the opportunity to sell their products on Octramarket by paying an agreed amount of money to Octramarket. The service provided by Octramarket is limited to providing this ecommerce platform to link customers to the Online Vendor (or “OV”) and accepting orders and payments on behalf of the OV. In addition to this at Octramarket's discretion they may provide the OV with logistics support, product deliveryservices, analytics about the performance of the OV's products, additional marketing support and general promotion through adverts and publicity. This support may be reflective of the agreed level of commission.

 

 (3) When deemed strategic, Octramarket may notify the OV on the need to carry out changes to the website or service, or suspend the service during operations.

 

2 Octramarket's rights and obligations

(1) The OV acknowledges that the relationship between customers and Octramarket is governed by the privacy policy and the general terms and conditions, both available on the website.

(2) Octramarket will present on the website the products listed by the Vendor. The Vendor will be responsible for listing theirown products.

(3) Octramarket shall regulate and control the mode, form and scope of all uploads on Octramarket, and these shall be solely approved by Octramarket.

(4) In order to maintain its reputation for quality and high standard of service, Octramarket 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.

(5) Octramarket may, on behalf of and as agreed with the OVs, engage in price recommendations, sales promotions, discount opportunities for buyers, and other forms of activities relevant and strategic to the promotion of the OV’s business.

(6) Octramarket shall exclusively determine the cost of running Octramarket.

(7) Octramarket shall exclusively determine charges for running Octramarket including the periodic rents charged on the OV.

(8) Upon the expiration of an existing rent tenure, it shall be the exclusive right of Octramarket to determine the appropriate rent to charge for subsequent operating periods. This may also include exclusively determining waivers, applying discounts and commissions, and any other strategies aimed at promoting the Octramarket’s interest.

(9) Acting on behalf of the OV (and in groups) to explore low-price opportunities for products and operating cost-saving measures.

(10) Octramarket is obliged to verify office/shop addresses submitted on the Site by the Online Vendor.

 

3 Vendor's rights and obligations

(1)The Vendor is obliged to have a physical and verifiable address.

(2) The Vendor is under obligation to notify Octramarket of their new office/shop addresses whenever they relocate from the addresses submitted to Octramarket.

(3) The Vendor has the exclusive right to fixed their prices.

(4) The Vendoris obliged to provide all the information necessary about themselves, office/shop addresses, when listing a product on www.octramarket.com. 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 or Octramarket by misrepresenting their product/s. The Vendor must notify Octramarket of any changes to the detail of their listings while uploaded on the site.

(5) The Vendor guarantees that information listed on Octramarket relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.

(6) The Vendor will be responsible for keeping an up-to-date inventory of all their products listed on Octramarket.

(7) The Vendor guarantees that the information provided by them does not violate any third party's copyright.

(8) The Vendor will contact the customers no more than is necessary for processing the transactions referred by Octramarket. In particular, the Vendor will not send any advertising email or other commercial advertisements to the customer without prior agreement from Octramarket or the expressed wish of the customer. When delivering products sold via Octramarket, the Vendor will not advertise any of Octramarket's competitors.

(9) The Vendor will process orders and arrange delivery with all reasonable care the moment receipt of confirmation of sale is received through Octramarket via email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within days mutually agreed between the customer and the OV. The Vendoris required to keep theiradvertised products and services available to the best of their ability. Repeated stock-outs will result in the removal of the Vendor and all his products from the Octramarket platform.

(10) If the Vendor cannot fulfill an order submitted to them, they must notify Octramarket and replenish same as soon as possible.

(11) The Vendor agreesto adhere to their range of products and prices as provided to Octramarket and as described on his 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 theyare selling through the platform. The Vendor further guaranteesto take great care to keep up-to- date their range of products, stock count, prices and associated terms and conditions, like delivery fees.

(12) The Vendor agrees that prices of their items/products must correspond to the real prices of similar products in market.

(13) Each product for sale must be posted separately. Octramarket shall determine the method, scope, resolution and other technical details required for posting products on Octramarket.  Every product uploaded by the Vendor must contain a brief and clear description by the OV.

(14) Most importantly, the OV is fully responsible for the credibility of the transaction immediately after receiving notification for request for purchase of a product displayed by the OV on Octramarket. Any legal claims arising from the transaction shall be borne by the OV without recourse to Octramarket.

(15) In any event the Online Vendor default in fulfilling their obligation as contained in this agreement, Octramarket reserves the right to exclusively apply appropriate penalties such as warning, suspension, immediate termination and/or financial charges, which could be recovered from their physical shops.

(16) In any event where a product is returned by the buyer due to misrepresentation of the product by the Online Vendor, the Online Vendor must make available the right product or forfeit the cost of delivery and/or the cost of the product itself

 

4 Rent, Payment and Recovery

(1) Online Vendor(s) will be invited for free, and be permitted to upload goods and to make sales for test period. For purpose of this agreement; test period means no fee paying period, the length of which is to be determined by Octramarket.

(2) After the test period, Octramarket will notify the Online Vendor(s) of its intenion to begin to charge for fee when it deems fit and shall communicate the charge to the Vendor; this communication may be through electronic means such as email, text messaging, phone call etc. The OV is free to accept or reject and shall not be under any obligation to pay for the services render by Octramarket during the test period.

(3) All Octramarket Vendors are required to keep a Delivery Wallet of between N5,000 and N20,000, depending on each Vendor’s product size, which will be determined by Octramarket from time to time.

 

5 Customer payments

(1) Mode, form and stages of payments shall be determined by the Octramarket in the Octramarket’s bank account.

(2) Immediately after receiving a notification for a request for a purchase of a product through Octramarket, the OV takes full ownership and responsibility for transaction including determination of final sale price, location date and mode of delivery and other specific customer requirements.

(3) Octramarket shall determine the pricing of the cost and terms of delivery. In this case, payments for delivery must be paid into Octramarket’s account.

 

6 Product Purchase Process

1. Buyer orders by manking a REFUNDABLE deposit equivalent to 100% of the actual price of the product plus delivery full payment into Octramarket account.

2.Once Octramarket confirms payment into its account, the vendor is then directed to release the product for dispatch.

3. The Buyer confirms receipt of the EXACT product ordered; the Buyer at this point is required to pay the balance and complete the price of the product.

4. Once the Buyer confirms receipt of product, Octramarket transfers the product amount to the Vendor's account. However, every transfer into the vendor's account attracts a transfer charge of N100.

5. In any situation where the Buyer can validly demonstrate that the Vendor has misled them with the product uploaded on Octramarket and chooses not to accept the product, the deposit made and the delivery fee would be returned to the Buyer. In such situation, Octramarket will remove the delivery fee from the Vendor's wallet.

 

7 Invoicing and Vendor payment

(1) Octramarket's invoices may be delivered by email, online, fax, post or in person. They include Octramarket's claims on the Vendor, periodic amount to be paid by the Vendor, and any payments for special services rendered by Octramarket.

(2) Octramarket is to notify the Vendor when their periodic payment is due and the Vendor will be duly notified few days to the expiration of their rent.

(3) The renewal or termination of their rent as the case may be shall be determined by Octramarket.

(4) Payments would be made into Octramarket’s account details of which shall be provided.

 

8 Liabilities

(1) The Vendor indemnifies Octramarket from all claims arising in relation to matters outside Octramarket's control, including but not limited to the quality of goods and services provided by the Vendor. The Vendor further indemnifies Octramarket from third parties' claims resulting from any violation of laws and regulations by the Vendors.

(2) Octramarket 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 on products sold rests with the Vendor and Octramarket will not be responsible for any VAT issues.

 

9 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 2 years 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.

 

10 License

(1) Octramarket has the right to freely maintain the Vendor's listing and its ranking on the Octramarket. Octramarket 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. Octramarket reserves the right to delete ratings and reviews.

(2) Octramarket may scan, transcribe, and publish online the Vendor's listings, logos and other materials required. The Vendor grants to Octramarket a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by them, for the purpose of advertising Octramarket's services and interests. In particular, this includes but not limited use in all social media platforms including Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization schemes.

 

11 Terms and termination

(1) This agreement is valid as soon as the Vendorelectronically agree to the contract, and continue to fulfill their obligations toOctramarket, and remains valid indefinitely, until another review or termination by either party. Termination can occur at any time, with notice via electronic means. 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.

(2) 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.

 

12 General

(1) If a single clause in this agreement is invalid, both parties will endeavor 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) Octramarket reserves the right to modify this general terms and conditions without giving any justification. In that case, Octramarket will give the Vendor adequate notice via electronic means. 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.

(4) Any terms and conditions of the Vendor is not part of this agreement unless Octramarket expressly agrees to adhere to them.