Note: Preparing Orders & Shipping

Any order received before 12:00 noon local Merchant time must be packed and made ready same day for collection.
Packages are collected: Africa: Daily at 14:00 PM; and Outside Africa: As per agreed country schedule.
If any package is not ready on time, then delivery services will not wait as it delays the whole delivery system, and Merchant is responsible for any cost incurred if order(s) are not ready for collection on time.
Merchants can be supplied with packing material at pure cost price: Courier-bags + Bag-Envelopes + wrapping material.

1. Preliminary

This Agreement covers international merchants outside Africa and domestic merchants in Africa.
The Company operates a platform for e-commerce and payments with software, virtual and physical services and tools, including administration-interface, which allows Merchant to upload, maintain, and market, sell and deliver its products and services to customers domestic and across borders in countries covered by the Company (“Platform”).
The Merchant sells products and/or services retail or wholesale to customers.

NOW, Merchant is granted access to use and benefit from using the Platform and its services to conduct e-commerce subject to “Terms and Conditions” as follows:

2. Company Deliverables

All services owned, maintained, provided or operated by the Company as well as the Platform to be used by the Merchant include:

Merchant can chose a new (own) web-shop operated by the platform OR chose the plug-ins supporting an external web-shop operated by Merchant;
The SD Market Place where all products from all participating merchants are sold;
Online checkout solution localized for customer’s country to place orders;
Payment solution with a) domestic and international payment methods for customer transactions, and b) settlement of payments across borders to Merchant’s preferred country;
Delivery solution for product delivery from Merchant to the buying customers;
Local return handling of goods from customers (only apply for retail sales);
Customer Service and Merchant Support with physical presence in Africa; AND
Add-ons for Merchant’s e-commerce activities.

3. Merchants Obligations

Merchant accepts, shall abide to and ensure as follows:

All products sold by Merchant must be legal by law.
All products sold by Merchant must be genuine, and counterfeits, fakes or imitations are not allowed.
Merchant is solely responsible for any sold product.
Any product offered by Merchant must be in stock and owned by Merchant at the time of offering.
All products offered by Merchant must be new and in impeccable condition.
Merchant must comply with consumer protection laws, incl. product guarantees.
Only physical products are allowed for selling, unless otherwise agreed explicitly in a physical signed Exhibit.
Merchant must always state normal selling price and when applicable any discounted price(s).
Merchant is not allowed to artificially raise normal selling prices to make discounts look more attractive.
Merchant must keep inventory and any other information relating to Merchant and its products updated at any and all times.

4. End Customer (Buyers)

Entities buying or registering on the Platform, service or a web-shop using the Platform are considered “Customers” and given a personal account which relates to the Platform and can be used to log-in and purchase on any merchant web-shop.
The Platform operates with one set of Customer Terms & Conditions only, which apply for all purchases where the Platform is involved.

5. Fees & Payment

Merchant pays fees as stipulated in this Agreement.
Sales fees are calculated on sales prices of products.
Shipping fees are paid by the buyer/end consumer and charged on checkout – unless the Merchant decides to offer the buyer free shipping in one or several cases in which the Merchant pays the shipping fees.
Payment fees are calculated on order transaction sum (e.g. incl. shipping):
Domestic fee applies when transaction-method and settlement is in same country.
Cross Border fee applies if transaction-method and settlement is in two different countries.
It is explicitly underlined that the payment fees also (in contrast to other services) include both currency exchange and settlement costs (until arrival at point of Merchant's receiving account).
Payment for an order is settled to Merchant after Customer has received the ordered product(s) in good condition, observing the Customer regret period.
The Company settles to Merchant the net amount after deduction of its fees when payment is due.

6. Marketing

The Platform has marketing tools which the Merchant can use to support its sales in the markets targeted by the Company’s Platform.
The Parties agree to co-operate on virtual and physical marketing to support sales as agreed individually.
Merchant shall do marketing to all its customers in the markets targeted by Platform’s at least once monthly.
The Company provides physical marketing material which Merchant shall display in its physical shops.

7. Liability & Indemnification

The Company is responsible for any package (of any order) in its care during delivery to customers.
Merchant is only liable to ship an order when the Company has informed customer made full payment.
The Company’s liability in any matter cannot exceed the amount of any given order or collection of orders to which any liability shall always relate.

Merchant agrees to defend and indemnify in full the Company and any involved parties from and against any and all direct or indirect claims, damages, obligations, losses, liabilities, costs or debt, and expenses arising from Merchant’s violation of a) this Agreement or any of its terms, b) any third party's rights or property, and c) any claim caused by Merchant’s products, services or actions.

8. Confidentiality

Both Parties shall maintain strict confidentiality about the other Party’s business and activities in the broadest interpreted sense, and any information, know-how or trade secret, and this agreement, regardless in which form these exist or are provided shall be strictly confidential, kept in safe locked away condition, and cannot be passed on to any third party or used by the Merchant for any purposes than doing business under this Agreement.

Only exception to the Confidentiality is a court order instructing to reveal information, and such court order may be contested legally by either Party.

9. Property Rights & Ownership

Merchant’s granted access to use the Platform, its services and its Customer relationships shall not constitute any Merchant ownership of these or any part of them.

All tangible and intellectual property, including but not limited to know-how, software, or virtual or physical material, information, other elements, or third party relationships arising from the collaboration shall belong solely to the Company (“Property”).

All rights are considered signed over to the Company on daily basis as they arise without further or separate agreement which is catered for in all pricing.

The Parties shall willingly participate in transfer of any Property to be vested in the name of the Company.

10. This Agreement & Waiver

This Agreement, its exhibits, Terms, Customer Terms & Conditions and Standard Operation Procedures in their latest version are available on the Merchant’s online account on the Platform, and constitute the whole agreement with respect to the subject matter hereof and supersedes any prior written or oral terms.
Any section of this Agreement shall be considered in the full context of all sections as if they all were one and same section.
Headers of each section are for guiding purpose only.
The Company reserves the right to change, modify or discontinue portions of any term(s) or the Platform at any time with effect when posted online under the platforms and such posting is notified by written electronic communication to Merchant.
If Merchant does not agree to any terms or change of terms then Merchant shall not use the platform.
Any except to any terms can only be waived or varied in hard-copy writing, and any exception made of any term on one, any or several occasions shall never constitute a waiver of changes.

11. Duration & Termination

This agreement continues until terminated by either Party with three months’ notice or until as stipulated in clause 10.

In case of breach of contract then non-breaching Party can terminate this Agreement with 8 day’s written notice during which period the breaching Party shall fully rectify the breach to avoid the termination.

Provisions and obligation to complete orders, payment and deliverables shall remain in force until completed also if such need to take place after termination date.

The Indemnification, Confidentiality and Ownership & Property Rights are indefinite and remain in force after termination of this Agreement.

12. Severance

If any provision of this Agreement is declared void, voidable, illegal or unenforceable by law, judicial or other authority then the Agreement shall be modified so the original conditions and intensions are preserved.

13. Law & Venue

This agreement shall be governed by the laws of USA (primarily prevailing) and of Kenya (secondarily). Any court proceedings shall be carried out in English, behind closed doors and kept confidential, with venue in Dover, DE, USA.

Vendor Terms