Vendor Agreement

Please read this Vendor Agreement carefully before using the bellafricanashop.com website (the “Vendor”) operated by BELLAFRICANA MARKETPLACE LIMITED a company incorporated under the  Companies and Allied Matters Act, 2020 with registered office at 72B Surulere Way, Dolphin  Estate, Ikoyi, Lagos (“us”, “we”, or “our”).

Your access to and use of the website is conditioned upon your acceptance of and compliance with these Vendor Agreement. These Terms apply to all as “the Seller/Supplier” which expression shall where the context so admits include its Successors in title and Assigns) of the Second Part. visitors, users and others who wish to access or use the Service.

By accessing or signing up, you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the website.

1. Whereas:

       a. The Vendor operates an e-commerce platform that comprises a website,  inclusive of supporting logistics and payment infrastructure, for the sale and  purchase of products.

       b. The Seller/Supplier is a business owner who makes goods/products available on  the portal for sales.

       c. This Vendor Agreement shall apply to all the Sellers and suppliers on the  marketplace, and the terms and conditions, and privacy policy and other  policies, sheets, and guidelines, which may be amended from time to time shall  form part of this Vendor Agreement.

       d. This Vendor Agreement shall apply to all the Sellers and suppliers on the  marketplace, and the terms and conditions, and privacy policy and other 

policies, sheets, and guidelines, which may be amended from time to time shall  form part of this Vendor Agreement.

       e. The parties have agreed to enter into this agreement and to be binding on each  party.

       f. The parties agree that where physical/ electronic signatures are used in this  agreement, such input shall be considered as an original signature for all  purposes.

       g. The seller/suppliers agree to the Terms and Conditions, Privacy policy, and  other policies and guidelines and terms of Vendor which form an integral part  of the terms upon which Supplier shall use the marketplace.

       2. Seller/ Supplier’s Account 

       a. When a Business owner registers on the marketplace as a Seller/Supplier, an  account or store will be created and the seller/supplier will have access to the  seller/supplier’s area on the marketplace. The account/store may go through an  approval process before it is fully functional. Approval is solely at the discretion  of the Vendor.

       b. The Seller/Supplier shall be solely responsible for its store/account, products,  and listings and agrees that it shall obtain the licenses and permits required to  conduct its business and to sell products on the marketplace, and shall pay its  taxes to the relevant authorities for all product sales, and in all relevant  territories.

       c. The Seller/Supplier shall inform the Vendor and obtain prior approval if it  intends to open additional accounts/stores, and shall disclose all necessary  information for such account/store and disclose if the account/store will be  operated/owned by the Vendor or a related party to the Vendor.

       d. Without prejudice to Vendor’s other rights, Vendor reserves the right to reject,  disable, remove, un-publish and/or delete any Seller/ supplier’s store/account  that breaches this Agreement, the terms, and conditions, privacy policy,  guidelines, other policies, and instructions of Vendor and communicated from  time to time to the Seller/Supplier.

       3. Good / Products 

        a. The only products that may be listed or posted on the marketplace are products  that have gone through the pre-approval process and approved by the Vendor  for listing, and products that fall within the product categories which may be  specified on the marketplace.

        b. Immediately upon request, the Seller/Supplier shall furnish to the Vendor any  information and documentation requested to verify the authenticity of the  products and any other reasonably requested information for the qualification  process.

        c. The Seller/Supplier shall not list, post, advertise, sell or supply on or through  the marketplace any product that:

            i. Breaches any laws, policies, or regulations or infringes any third party’s  intellectual property rights or other rights, or gives rise to a cause of  action against any person, entity, or organization in any jurisdiction;

            ii. Consists of information, data, images, or material that contravenes the  rules and guidelines in this Agreement, the terms, and conditions,  privacy policy and other policies, guidelines and instructions of  Vendor and given from time to time; 

           iii. Is or relates to drugs, narcotics, steroids or controlled substances;  pornography, obscene, indecent or sexually explicit materials; swords,  firearms or other weapons; ammunition; or items that are generally  expected to be prohibited, and items that require specified controlled  permits to use or purchase them owing to the nature of such products.

           iv. Is a counterfeit product. Listing and selling counterfeit products may  result in penalties which include, but are not limited to prosecution,  financial penalties, permanently deleting the Seller/ Suppliers  account/store, and prohibiting further business relationship in the  marketplace, investigation, and seizure of such products by the lawful  authorities.

           v. Products that are unsafe, dangerous, stolen, or items that should  reasonably be known as products that should not be sold or distributed  or otherwise sold or distributed on the marketplace.

       4. Product Listings

       a. The Seller/Supplier shall be responsible for listing its goods and products on the  section provided for this on the marketplace by uploading detailed information  about the product, which includes the images and/or videos of the product,  product information (i.e. size, material, and other relevant information),  specifications for each product.

      b. The Seller/Supplier shall not publish more than one listing for each product. c. The Seller/Supplier agrees to be solely responsible for all listings posted on  the marketplace and agrees that all listing must:

          i. Comply and constitute bona fide listings relating to products that comply  with the categories and all rules set in this Agreement and any other  policies and guidelines provided or instructions from the Vendor from  time to time;

          ii. Include all information, guidelines, notices, specifications as may be  required pursuant to all applicable laws, policies, and regulations, and  for ease of identification and understanding of the product by buyers.

      d. Listings that are submitted or posted may be reviewed and approved at the  Vendor’s discretion before they are published on the marketplace, and  the Seller/Supplier agrees that there may a period between submissions and/or  posting of the product on the portal for submission and posting, and the actual  publishing of the product on the marketplace.

     e. The Seller/Supplier shall keep its listings up to date and input any new  information as it becomes necessary. Where products are not available, or only  variations of such products are available, such information must be updated on  the product listing.

      5. Pricing

      a. The prices of products shall be stated to include all relevant taxes applicable to  the transaction including but not limited to Value Added Tax, and shall be in  the relevant currency.

      b. The Seller/Supplier shall be solely responsible for fixing and stating prices of products on the listing, and amending same when required for promotional discounts or other reasons.

     c. The pricing of the Seller/Supplier’s products shall comply with all applicable  laws including Sales of goods laws, Consumer protection laws, Competition  laws, and all relevant laws in all the territories of sale and purchase.

      6. Packaging and Delivery

      a. Immediately upon confirmation of a sale, the Seller/Supplier shall:

          i. Process the order by packaging and labelling the products appropriately  with all relevant information necessary for identification of the product,  the delivery details, the nature of the product to guide carriage and  transportation of the product for safety purposes, and any packaging and  delivery guidelines and instructions as may be given by Bellafricana  Marketplace from time to time; 

          ii. Package the products neatly and appropriately for the nature of such  products. For example, breakable products should be packaged to ensure  that such products do not break whilst in transit and appropriate stickers  should be placed on products to show the nature of the products to ensure  that the carrier is aware of the nature of such products. For example, a  yellow sticker with “Breakable” printed in bold, capital, and black  prints. 

          iii. Deliver the products to the agreed drop-off point in accordance with the  agreed timelines, working hours of Bellafricana Marketplace, and  procedures agreed and specified by Bellafricana Marketplace, or make  such products available at the agreed pick up point as agreed with the  Vendor.

       b. The Vendor may inspect the products received and reserves the right to return  to the Seller/Supplier any product that fails to meet the standard, packaging,  delivery, and other requirements in this Agreement, any guidelines, and  policies, or as communicated to the Seller/Supplier or fails any quality control  check.

      c. The Seller/Supplier shall retain title and ownership of the products until the  buyer pays for the product in full and such product is delivered to the buyer.  Upon delivery to the buyer, ownership of the Products shall pass to and vest in  the buyer.

      d. Without prejudice to all rights of the Vendor, the penalty may be charged for  breach of packaging and delivery guidelines or any other guidelines, policies,  and agreements given by the Vendor.

       7. Returns and Refunds 

Returns and refunds shall be done in accordance with the returns and refunds  policy or as may be agreed by the parties.

       8. Business Conduct 

The Seller/Supplier shall conduct business on the marketplace as follows:

       a. Comply with this Agreement, Terms and Conditions, Privacy policy, and all  guidelines and policies published and updated on the marketplace and  communicated to the Seller/Supplier from time to time.

       b. Comply with all applicable laws in Nigeria, (including but not limited to laws  on the sale of goods, consumer protection laws, competition laws, safety laws)  the laws of the countries where such goods and products shall be exported, sold  or delivered to, and any laws in any country or jurisdiction governing the sale,  use, transit, transportation and delivery of the goods/product.

      c. In accordance with the relevant country’s industry best practices and ethical  business practices.

      d. With care and skill, utmost good faith, and cooperating with and towards  Vendor and buyers patronizing the Seller/Supplier, and users of the  marketplace.

      9. Value-added Services

       a. The Seller/Supplier may subscribe for value-added services from time to time,  which may include, but is not limited to, marketing and promotional services,  warehousing, and other services.

       b. The Seller/Supplier agrees that additional terms shall be required to use such  value-added services, in addition to this Agreement, terms and conditions,  privacy policy and other guiding terms, policies, and guidelines, and such terms  for value-added services shall be communicated to the Seller/Supplier as at  when due.

     10. Commission and Fees

      a. The Vendor shall charge the Seller/Supplier a commission of 15% for each sale  made on the marketplace and fees in respect of all services provided on the  marketplace and any other services and as may be stated in the commissions  and fees sheet which forms part of this agreement.

      b. The Vendor may vary commissions and/or fees from time to time, by giving  prior notice which may be by updating the commissions and fees sheet.

       c. Commissions shall be calculated as a percentage of the selling price set by  the Seller/Supplier, or as may be agreed by the parties.

       d. The Seller/Supplier shall be responsible for charging and payment of all taxes  on the display, listing, sale, transportation, and delivery and as it relates to the  product however where a competent tax authority determines that Bellafricana  is liable for payment of such taxes, the Seller/Supplier hereby agrees to fully  indemnify and hold harmless the Vendor of the same.

       e. Immediately upon request, the Seller/Supplier shall furnish any information  and documentation that is reasonably requested to confirm payment of taxes and  compliance with obligations under this Agreement.

       11. Remittances

        a. The Vendor shall collect payments from buyers for products purchased on the  marketplace, and shall deduct its commissions and any fees, charges, taxes,  penalties, refunds, and any other amounts applicable or owed to the vendor in  respect of any business whatsoever.

       b. The Vendor shall remit balance from proceeds of the sale of the products, after  all, deductions to the Seller/Supplier in the currency of the marketplace  territory, specifically in Nigerian Naira (NGN) (or as may be agreed), and using  such payment mechanisms used by the vendor from time to time.

      c. Remittance of proceeds to the Seller/Supplier shall be made bi-weekly (twice  a week).

      d. Evidence of payment to the Seller/Supplier nominated bank account shall  constitute conclusive evidence of payment by the Vendor and receipt by  the Seller/Supplier.

      e. The Seller/Supplier shall be entirely responsible for ensuring that the account  details provided are accurate and the account is secure. The Vendor shall not be liable for any loss or damage suffered that may result from fraud or errors in  respect of the Seller/Supplier account.

      f. The Vendor may delay or suspend payment to the Seller/Supplier where there  is an ongoing investigation of fraud or other financial or other crime or breach  of this Agreement.

      g. Where the Seller/Supplier disputes any transaction or statement of account, it  must report its claim to the Vendor within one (1) month of the date of the  particular transaction, failing which such claim shall be deemed waived.

      12. Confidentiality 

       a. The Seller/Supplier shall not disclose information and documents relating to  the business relations and conduct of business between the parties, including  information on the terms of this agreement, business strategies, plans, financial  information, research, trade secrets, business affairs, business methods, and  procedures, policies and sales information, and all information which by their  nature is expected to be and should be known to be confidential information,  but does not include information which is publicly known.

      b. The Seller/Supplier shall not use the Vendor’s confidential information for any  purpose other than to perform its obligations under this Agreement, and in the  event that confidential information is required to be disclosed, such disclosure  shall be with the prior written consent of Bellafricana Marketplace.

      c. In the event of termination, the Seller/Supplier shall return all confidential  information of the vendor and permanently cease to use such information.

      d. The Seller/Supplier shall be directly responsible to buyers and marketplace  users for the misuse of their personal data. All personal data of users must be  treated in accordance with the privacy policy of the marketplace.

      e. The terms of this confidentiality section shall survive the termination of this  agreement.

      13. Breach 

       a. If it is determined that the Seller/Supplier has breached this agreement, the  terms and conditions, privacy policy, policies and guidelines, and instructions  as may be given from time to time, the vendor may:

            i. Send one or more formal warnings;

            ii. Suspend, prohibit, or block the Seller/Supplier’s access to the  marketplace; 

            iii. Disable or delete the Seller/Supplier‘s account/store;

            iv. Implement penalties for breach;

            v. Commence legal action as may be necessary.

        b. Some of the consequences for breach and other actions as may be necessary  may be applied if the Seller/Supplier has significant negative ratings and  reviews and upon investigation, it is found that the Seller/Supplier has poor  customer relationship management, sells counterfeit goods or any action or  inaction which Bellafricana Marketplace may reasonably determine should  warrant a penalty.

      14. Insurance  

The Seller/Supplier shall insure its products against any risks whatsoever relating to  such products and their delivery to the Buyer. The insurance coverage shall be of an  appropriate level to cover all the liabilities of the Seller/Supplier under this Agreement.

      15. Term 

The Term of this Agreement begins on the date of execution by the second signing party  and continues until either of the parties terminates this Agreement upon thirty (30) days  written notice to the other, or the Seller/Supplier ceases selling products through the  vendor’s e-commerce platform. If terminated by either Party, the Agreement will  continue to govern the sale of the Seller/Supplier‘s products still on the marketplace,  prior to the termination’s effective date and until such products are sold, returned, or  removed from the marketplace.

      16. Representations and Warranties  

The Seller/Supplier represents and warrants that:

      a. It has the power to authorize the sale and/or display of its products online and  as part of the marketplace;

      b. All product information, data, images, and/or intellectual property provided by  the Seller/Supplier to Bellafricana Marketplace for the marketplace complies  with all applicable laws, regulations, and policies, and have been cleared for the  uses contemplated; and it has secured (If necessary) any and all clearances, permissions, approvals, authorizations, rights, and licenses necessary for the use  or display of all the Seller/Supplier‘s products, product information, data,  images, and/or intellectual property provided to Bellafricana Marketplace for  display, sale, and use on the marketplace.

     17. Intellectual Property  

      a. Intellectual Property of the vendor

The Seller/Supplier acknowledges and agrees that all patents, designs, trade  names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by the vendor shall be and remain the sole property of the vendor, and the vendor grants no right to use or license over any of the intellectual  property used and/or displayed on the marketplace, to the Seller/Supplier.

      b. Intellectual Property of the Seller/supplier  

The Seller/Supplier grants to the vendor the non-exclusive, worldwide, royalty free right and license to use and display any product, product information,  specifications, warranty information, data, images, and/or intellectual property that the Seller/Supplier furnishes to Bellafricana Marketplace for use on the  marketplace. during the Term of this Agreement (“Seller/Supplier ‘s Content”)

      c. The Vendor may use the Seller/Supplier’s content for any purpose related to the marketplace, its E-Commerce business, or in furtherance of promoting the  Seller/Supplier’s products, including use on the vendor’s websites, emails, and  marketing or advertising campaigns. The Seller/Supplier acknowledges that the  vendor is relying upon the Seller/Supplier to ensure that all the Seller/Supplier’s  content is accurate and complete, and the Seller/Supplier agrees to notify the  vendor and revise and resubmit the Seller/Supplier’s content promptly upon  discovery that it is inaccurate or incomplete.

      d. Except for the limited license granted to the vendor herein, the seller/supplier  retains all rights, titles, and interests to the seller/supplier’s content. 

     18. Indemnification

      a. The Seller/Supplier shall indemnify, defend, and hold harmless Bellafricana  Marketplace, its parent company, affiliates, subsidiaries, officers, managers,  partners, employees, and agents from and against any and all claims, lawsuits, judgments, losses, civil penalties, liabilities, damages, fees, costs, and expenses,  including attorney’s fees and court costs, arising out of or related to any:

           i. Alleged defect in or injury from the seller/supplier’s products;

           ii. Alleged failure of the seller/supplier’s products to com comply with this  agreement or any laws, regulations, warrantied, guarantee, or  representations of the seller/supplier. 

           iii. Allegations concerning the seller/supplier’s content;

           iv. Breach or non-compliance with this Agreement, the terms, and conditions,  privacy policy, and other guiding documents and policies of Bellafricana  Marketplace.

            v. Negligent, grossly negligent, or otherwise action, inaction, omission, or  intentional misconduct of the seller/supplier, and/or

            vi. Use of infringement of any intellectual property.

      b. If the vendor issued, fined, or otherwise incurs expenses or any liability  whatsoever as a result of the Seller/Supplier‘s handling of personal data of users  on the marketplace, the Seller/Supplier shall fully indemnify the vendor in  respect of the same.

      c. The vendor shall indemnify the Seller/Supplier where required from any  incidents owing from the failure of the vendor to comply with this agreement.

      19. General Provisions 

       a. Revision: The Vendor reserves the right to change any of the terms of this  agreement, at any time and at its sole discretion. Any changes will be effective  upon the earlier to occur of:

           i. Emailing the revised terms, or notice of such changes, to the  Seller/Supplier’s e-mail address; or

           ii. Posting the revised terms on this website. The Seller/Supplier is responsible  for reviewing any revised terms, and any notice of revisions. The continued  acceptance of purchase orders, purchases, or continued use of the  marketplace following the vendor’s emailing or posting of any revised  terms, or any notice of any such revisions, will constitute acceptance of the  revisions by the Seller/Supplier. 

           iii. In the event that the Seller/Supplier does not agree to any changes to this  agreement or the other policies, the Seller/Supplier must stop accepting purchase orders, purchases and stop using the marketplace, and give the  vendor a written notice. 

       b. Limitation of Liability: Neither party is liable to the other for any loss of profits  or other consequential, special, incidental, punitive, or indirect damages arising  in connection with this agreement, except for those arising in connection with  the breach of this agreement, obligations of the parties and indemnification  obligations under this agreement. 

      c. Non-waiver: No failure or neglect of the vendor in any instance to exercise any  right, power, or privilege hereunder or under any law shall constitute a waiver  of such right or any other right, power or privilege or of the same right, power,  or privilege in any other instance. All waivers by the Vendor must be contained  in a written document signed by the vendor. Any waiver given shall only apply  to that specific transaction, and shall not apply to other actions, requests, or  transactions of the same or other nature. Thus, where a waiver is required, a  request for a waiver shall be furnished to the vendor for each waiver request. 

      d. Survival: The relevant clauses in this agreement including, but not limited to,  the clauses on confidentiality, intellectual property, breach of contract, and all  clauses which by their nature should survive termination of this agreement, shall  survive termination of this agreement. 

      e. Severability: If any provision of this Agreement, or the application thereof to  any person, place, or circumstance, shall be held by a court of competent  jurisdiction, judicial authority, or other competent authority, to be invalid,  unenforceable, or void, the remainder of this agreement and such provisions  shall remain in full force and effect, and such void clause shall be revised to an  acceptable clause, maintaining the commercial and initial intent of such clause.

      f. All notices or other communications required or permitted hereunder shall be  made in writing and shall be deemed to have been duly given if delivered by  hand or mailed, postage prepaid, by certified or registered mail, return receipt  requested, and addressed to the parties and delivered to the address set forth at  the beginning of this agreement for the vendor, and address provided by the  Seller/Supplier, or through the agreed usual and regular means of  communication between the parties.

      g. The Parties warrant that they have the necessary legal capacity to enter into and  perform each of its obligations under this Agreement and have taken all necessary personal, corporate, and/or internal actions to authorize the execution  and performance of this Agreement, and in the event that any party becomes  legally incapable to perform its obligations hereunder, it shall promptly inform  the other party, do and provide all things, information and assistance necessary,  and the requisite actions shall be taken to terminate this agreement. 

     h. Force Majeure: Except for existing and/or accrued and contractual payment  obligations, neither party shall be liable for nor deemed to be in default for any  delay or failure to perform under this Agreement deemed to result, directly or  indirectly, from Acts of God, civil or military authority, government action,  legal restrictions, civil unrest, riots, acts of public enemy, war, accidents, fires,  explosions, cyber interruptions, system failures, technical breakdowns, mobile  and systems interruptions, earthquake, flood, pandemics, epidemics, sonic  boom, failure of transportation, accidents, labor disputes or strikes or other work  interruptions, by either party or its employees or any other cause beyond the  reasonable control of either party. In such situations, the party affected by the  force majeure event shall immediately inform the other party, and if the situation  cannot be resolved within a reasonable time, the parties shall renegotiate the  terms of this agreement to reasonably accommodate the changes that have  occurred, failing which the parties may terminate this agreement.

     20. Governing law  

The Agreement shall be governed by the Laws of the Federal Republic of Nigeria and  adjudicated upon under the jurisdiction of the applicable courts or authority in the  Federal Republic of Nigeria which may have jurisdiction, and the language of the  Agreement and any proceedings shall be in the English Language.

     21. Dispute Resolution 

In the event of any dispute, difference, or claim arising out of or in connection with this  Agreement, the Parties shall promptly meet in good faith for negotiations to resolve the  dispute amicably. If the dispute is not settled by negotiation within fourteen (14) days  or a reasonably practicable period from the commencement of such negotiations or  within a longer period as agreed by the parties, the dispute, difference, or claim shall  be referred to the Lagos Multi-Door Courthouse for Mediation and the award shall be binding on parties. In the event that the dispute cannot be settled by mediation parties  may seek redress from a court of competent jurisdiction.

     22. Assignment

      a. The vendor may assign this Agreement to a present or future parent, subsidiary,  or affiliated entity, including a future successor or party acquiring all or part of  the vendor’s business, by giving reasonable notice to the Seller/Supplier.

     b. The Seller/Supplier shall not assign this agreement to a third party without the  prior written consent of the vendor (Consent not to be withheld unreasonably).

     23. Entire Agreement 

This Agreement along with the terms and conditions, privacy policy, other policies and  guidelines on the marketplace constitute the entire agreement between the parties  concerning the subject matter hereof and supersedes any prior or contemporaneous  agreements, understandings, negotiations, representations, or proposals or any kind,  whether written, oral or otherwise. Neither party has relied upon any statements,  representations, or other communications that are not contained in this Agreement.

BY SIGNING UP AS A SELLER ON THE BELLAFRICANASHOP.COM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS VENDOR AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY THE VENDOR AGREEMENT, AS AMENDED FROM TIME TO TIME. ANY BREACH OF ANY OF THE VENDOR AGREEMENT STATED WILL LEAD TO SERIOUS SANCTIONS AS DETERMINED BY BELLAFRICANA MARKETPLACE LIMITED.