Seller Service Agreement

Introduction

To show our commitment to Nigerian and African entrepreneurs, Udua, Nigeria’s largest B2B marketplace opened its trading platform (UDUA) to Nigerian and African businesses to enable sellers sell their products thereby giving global access to their products and services. Sellers can also enjoy all the benefits that come with having an online shop as they will be able to sell their products and services to both local and international customers. Every seller that signs up with Udua will have a free dashboard provided for them, and Udua will provide additional value-added services including but not limited to marketing, customer service and logistics partnerships (optional) to cater for customers in Nigeria and across the world. Every seller will be provided with an account manager. Udua will earn a commission from the successful sale of every product the seller makes on the Udua platform. To enjoy the benefits of the selling on Udua, the seller must review and accept the terms and condition of this Seller Service Agreement. Udua reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the Udua Website.

Agreement

In consideration of the mutual pacts contained in this Agreement, Seller and Udua (jointly known as “Parties” and individually as a “Party”) hereby agree as follows

1. Services Rendered

The Seller agrees to compensate Udua for the Services rendered listed below (“Services”)

2. Delivery of Services

Udua will use reasonable diligence in rendering the Services offered to the Seller which include the following:

Online Storefront tailored to the Seller with Escrow services at UDUA
Access to a Seller account and other account management systems
Access to logistics partners
Access to a dedicated account manager and other account management services
Provision of analytics
Seller Service Helpline Number (Monday – Friday; 08:00 – 18:00)
E-marketing, and other marketing services as available and appropriate

At its sole discretion, Udua may add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Seller will be informed before provision of the said services.Udua reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.The Seller agrees to use reasonable diligence in providing Udua with genuine products, up-to-date product quantity information and accurate product information.

3. Compensation

For all of the Services provided by Udua under this Agreement, the Seller shall compensate Udua with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all sellers; or agreed in advance between both parties; or detailed elsewhere on the Udua Website.

Udua shall have the right to deduct commissions for all payment emanating from successful sales of a seller’s product.

Udua will periodically review the category commission structure and will notify the seller of any changes by communicating directly to sellers or publishing the same on the Seller portal not less than fourteen (14) days before any variation in commission rate or charging structure takes place.

Udua will remit the payments for the sales generated by the Seller on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.

4. Confidentiality

The seller and Udua acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of Udua. Seller shall keep the Confidential Information in confidence and shall not at any time during pr after the terms of this agreement, without Udua’s prior written consent, disclose or otherwise make available to any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public

5. Independent Contractor

Udua shall be deemed as an independent contractor. Udua will be fully responsible for payment of its own income tax, social security tax, or any other payroll taxes on Udua’s behalf. Udua is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the seller. Udua understands that It will not be entitled to any fringe benefits that Seller provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.

6. Entire Agreement

This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. Udua reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Udua website.

7. Indemnification

Seller warrants that everything it gives Udua to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller. The Seller agrees to indemnify and hold Udua, its employees and associates harmless from any and all claims brought in the performance of the Services.

Seller shall indemnify and hold Udua harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Seller (“Third Party Claim”).

8. Limitation of Liability

Seller agrees to indemnify, defend and hold harmless Udua against and from any third-party claims (including reasonable legal or arbitration costs) arising from:
- Any breach or default on the part of the Seller of any obligations
- Negligent act or omission of Seller; or
- Willful violation of the law, wrong description and price of products advertised; or
- An offence committed by Seller.
- Provision of fake, inferior or substandard products that have been sold as genuine.
- Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC, SON etc.).
- Fails to meet the Quality-of-Service Standards (QoS) as defined in the Seller ratings system (details on request);
- Engages in any activity which would be considered illegal under Nigerian law, or international laws, or engages in any activity that could be considered as fraudulent or misleading.

Set Off

The Seller hereby authorizes Udua to set-off by whatever means the whole or any part of Seller’s liabilities to Udua or its customers under this Agreement (or any other contract with us) against any funds or goods credited to or owing to the Seller under this Agreement (or any other contract with us). Udua may exercise this right of set-off at any time, without notice to the Seller, whether either liability is present or future, cash or assets, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies or forms, Udua may convert either liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse Udua for the amount owed, the Seller shall immediately pay Udua such outstanding amount. The Seller shall hold harmless any financial institution that follows our request pursuant to this clause. Any exercise of Udua right under this provision is without prejudice and in addition to any rights or remedies available to Udua under this Agreement or otherwise.

9. Term & Termination

Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party.

Udua has the right to evict the Seller from Udua if any, or a combination, of the following breaches are committed:

Fails to make a product that has been sold on Udua available for delivery within fourteen (14 ) business days after it was supposed to be available for delivery;
Provides fake, inferior or substandard products that have been sold as genuine;
Provides used, refurbished or damaged products that has been sold as new or unused;
Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC etc);
Fails to meet the Quality-Of-Service Standards (QoS) as defined in the Seller ratings system (details on request);
Engages in any activity which would be considered illegal under Nigerian law, or International laws, or engages in any activity that could be considered as fraudulent or misleading;
Engages in any activity that brings Udua, or any of Udua’s partners or other mall vendors into disrepute.

Udua reserves the right to alter these QOS rules at any time, and in the event of any changes Udua will inform the Seller by publishing the same on Udua’s website. Udua will send a formal warning to the Seller after each incident.

10. Force Majeure

The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.

11. Entire Agreement

12. Insurance

Sellers shall be responsible for insurance in relation to goods shipped to customers.

13. Copyright and Infringement Trademark

Udua respects all copyright and trademarks of others. As a Seller on our website, you must in turn respect these rights. Udua will immediately terminate or suspend a seller who infringes another’s trademark or copyright.

14. Independent Contractors

The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.

15. Restrictions and Prohibitions

All product descriptions must be true, accurate and non-misleading.
Products sold by Sellers must not be fraudulently obtained or involve the sale of counterfeit or stolen items.
Sellers must not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Udua will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of sellers who may be infringers.
Sellers must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising).
Products/description of products must not be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities.
No display of images containing pornography is permitted.
You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;
Sellers must not incur liability for Udua and its subcontractors or expose them to undue risk or otherwise engage in activities that Udua, in its sole discretion, determines to be harmful to Udua affiliates, operations, reputation, or goodwill.
Sellers must not post or display any materials that exploits or otherwise exploits children under age of 18 years.
Sellers must not conduct activities such as gambling, sweepstakes, raffles and lotteries.

Udua is compliant with all the Money Laundering Regulations and all Money Laundering activities are prohibited.

16. Governing Law and Dispute Resolution

As regards any dispute relating in any way to your use of any Udua Service, or to any products or services sold or distributed, Party do hereby agree that he/she shall not commence or maintain any suit against Udua whether at law or in equity, but Parties shall use all reasonable endeavours to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion. If the dispute cannot be resolved by mutual discussions within a period of fourteen (14) days from the date of notice, such dispute or claim will be resolved by binding arbitration, rather than in court. And the decision by the arbitrator shall be final. Each party shall provide his/her own arbitrator at their own cost. Both arbitrators shall agree on a neutral arbitrator whose decision will be final. The fee for the Neutral arbitrator shall be shared equally by both parties. The Arbitration shall be carried out in accordance with the provisions of the Arbitration and Conciliation Act Cap A18 Laws of the Federation 2004 or any amendment or re-enactment thereof. The Arbitration shall take place in Lagos, Nigeria and be conducted in English Language.