ORIGIN CRAFTS AFRICA MARKETPLACE SELLER AGREEMENT & TERMS AND CONDITIONS
0. INTRODUCTION
You, the Seller, acknowledge and agree that by registering for or using the Seller Portal and/or the Origin Crafts Africa Marketplace Program, you, as a Seller, expressly agree to be bound by the following terms and conditions. Origin Crafts Africa reserves the right to update and amend the Origin Crafts Africa Marketplace from time to time at its sole discretion (“Agreement”). Any amendments shall become effective and binding on the Seller as soon as the amendments have been published on the Seller Portal and/or the Origin Crafts Africa Site (as applicable) and/or may be communicated by email. This Agreement contains the terms and conditions that govern the Seller’s access to, and use of, the Marketplace Program and is an agreement between the Seller and Origin Crafts Africa.
PRODUCT INFORMATION AND OTHER CONTENT
Information for Products
5.1. The Seller will use the Seller Portal to list all the required Content, Pricing, and Available Inventory per unique product. The Seller shall adhere to the minimum requirements as set out on the Marketplace Seller Portal and this Agreement.
In addition the Seller will:
5.1.1. Use commercially reasonable efforts to ensure the Seller Portal always has an accurate, error-free available inventory count per product listed on the Seller Portal.
5.1.2. At least daily update the Seller Portal with an error-free updated inventory feed for only those Products where inventory levels have changed since the last inventory feed provided for such Product;
5.1.3. Provide Origin Crafts Africa through the Seller Portal with a daily inventory feed for all Products;
5.1.4. Provide Origin Crafts Africa with all Content requested by Origin Crafts Africa, including, without limitation, the Product information as set forth in the Seller Portal;
5.1.5. Only provide Content for Products that fit into the categories or parameters as set forth in the Seller Portal.
5.2. The Seller will be held solely responsible for the accuracy of its Pricing, available Inventory, and all Content for Products and will be obliged to honour any order placed by a Customer through the Origin Crafts Africa Site as a result of the Content provided. Failure by the Seller to honour the applicable order shall be considered a material breach of this Agreement.
Excluded Products
The Seller will be restricted from selling any products as set forth in Appendix A AND for products already listed by Origin Crafts Africa for sale in its physical stores or still listed within Origin Crafts Africa’s own ERP system. If the Seller is restricted from selling certain Products on the Origin Crafts Africa Site due to supplier brand restrictions, or if the Seller is not an authorized reseller for any Product, the Seller will withhold such Products from the assortment it provides Origin Crafts Africa. Provided that if the Seller removes a Product from the Origin Crafts Africa Site due to brand restrictions or because the Seller is not an authorized reseller it will promptly notify Origin Crafts Africa in writing of such removal. Upon Origin Crafts Africa’s request, the Seller will provide Origin Crafts Africa with a list of all Products withheld from the Marketplace Program (including why such Product is being withheld).
Changes to Content
Origin Crafts Africa will make commercially reasonable efforts to post updated Content provided by Sellers on a daily basis through its standard transmission process; provided that the Seller acknowledges that Origin Crafts Africa will impose freezes on Content updates from time to time in connection with releases on the Origin Crafts Africa and Seller Site.
FEES AND PAYMENTS
Referral Fees
7.1. Origin Crafts Africa will earn a 12% percentage of Sales Proceeds from each sale of the Seller’s Products through the Origin Crafts Africa Site. The Percentages for the Seller’s Products are specific to each Origin Crafts Africa category and are listed in the Seller Portal. The Percentages are subject to change at any time, without prior notice to the Seller, and shall be effective as soon as the changes are reflected on the Seller Portal (and the seller has been notified thereof).
Payment
7.2. An Order is deemed complete only once:
7.2.1.1. The Product has been delivered with a proof of delivery signed by the customer; and
7.2.1.2. The returns and/or cancellation period stipulated in the Origin Crafts Africa Peace of Mind Policy has expired (“Deemed Completion”).
7.3. Origin Crafts Africa will make payment of the Seller Share for Orders that meet the Deemed Completion criteria on two set days of each month, namely the 15th and 30th of each month. When these dates do not fall on business days, payment will be made on the next business day after such a date.
7.4. For the sake of clarity, Orders that meet the Deemed Completion criteria on or before the 14th of a month will be paid on the last day of that month. Orders that meet the Deemed Completion criteria after the 15th of a month (but before the last day of that month) will be paid on or before the 15th day of the following month.
7.5. At Origin Crafts Africa’s option, all payments to the Seller’s bank account will be made by means of electronic funds transfer or similar method. If Origin Crafts Africa concludes that the Seller’s actions and/or performance in connection with this Agreement may result in customer disputes, seller suspension or delisting, chargebacks, or other claims, then Origin Crafts Africa may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to the Seller under this Agreement for the shorter of:
7.5.1. A period of ninety (90) days following the initial date of suspension or delisting; or
7.5.2. Completion of any investigation(s) regarding the Seller’s actions and/or performance in connection with this Agreement.
7.6. The Parties agree that the Seller will be paid net of any Customer claims for delivery or refunds, delivery of returned items, and re-delivery of replacement or repaired products due to seller negligence.
7.7. Should Origin Crafts Africa be obliged to compensate a Customer for any damage or losses that the Customer may have suffered due to errors/omissions/negligence of the Seller, Origin Crafts Africa shall be entitled to deduct all losses as a result of compensation offered to the customer to remedy Seller errors.
7.8. Origin Crafts Africa will only be responsible for the initial outbound fulfillment and payment of courier fees for Origin Crafts Africa Fulfilled Consignments. Where a waybill is not generated in seller portal or for Seller Fulfilled Consignments, the seller is responsible for the fulfillment of the consignment, at the seller’s expense, and fulfillment must be in line with Origin Crafts Africa’s On-Time Shipping Standard as detailed in Appendix B. The delivery fee as paid by the customer to Origin Crafts Africa will be paid by Origin Crafts Africa to the seller. Origin Crafts Africa reserves the right to run delivery fee promotions including, but not limited to, free delivery for customers. In this case, no delivery fee will be paid to the seller for Seller Fulfilled Consignments. The seller will be given due notice of Origin Crafts Africa’s intention to run such promotions and have the option to remove items for the period of the promotion.
7.9. The Parties agree that when a Customer Product return from an initial Origin Crafts Africa Fulfilled Consignment is confirmed to have been faulty, incorrect, expired, or incomplete (any return reason apart from Origin Crafts Africa’s 14-day policy or confirmed and accepted courier damage to an order), the Seller shall be liable for the actual return delivery fee to the Seller. If the Customer is refunded with the initial delivery fee as paid by the customer, the Seller will also be liable for said initial delivery fee at the actual delivery fee cost as charged by the courier. If the Customer Product return results in the delivery of a repaired or replacement product/s, then the Seller shall be liable to pay the subsequent actual outbound delivery fee. Sellers will be paid net of these delivery fee charges. Delivery fees will be charged to the seller at actual delivery fees as charged by the Origin Crafts Africa appointed courier partner. Origin Crafts Africa will be liable for the return and replacement delivery fee only for items returned from an initial Origin Crafts Africa Fulfilled Consignment under the 14-day policy or confirmed and accepted courier damage to an order. The return or sending of replacements for faulty, incorrect, expired, incomplete, or courier-damaged items for Seller Fulfilled Consignments must be facilitated by the seller at the seller’s expense and performance must be in line with Origin Crafts Africa’s On-Time Shipping Standard as detailed in Appendix B. If the customer chooses to be refunded with the delivery fee, the delivery fee as paid by the customer and paid on by Origin Crafts Africa to the Seller will be claimed back from the seller. Origin Crafts Africa will only be liable to facilitate, at Origin Crafts Africa’s expense, the return of items from an initial Seller Fulfilled Consignment returned under the 14-day policy.
PURCHASE/ORDER PROCESSING, FULFILLMENT AND SHIPPING
Orders Status Update
8.1. Customers purchasing Products through the Origin Crafts Africa Site will place Orders using the Origin Crafts Africa Site checkout and payment gateway. Origin Crafts Africa will collect all proceeds from such transactions. Origin Crafts Africa will make available on the Seller Portal all the Transaction Information that Origin Crafts Africa determines the Seller needs in order to fulfill each Order. Origin Crafts Africa will send an email message to each Customer confirming receipt of an Order.
8.1.2. Sellers need to manage all Orders via the Seller Portal. The Seller Portal requires sellers to update the Order status for the duration of the Order and delivery process.
8.1.3. Sellers will only receive Orders that have been paid for in full and accepted by Origin Crafts Africa.
8.1.4. The Seller is obligated to update the Order status to “Accepted” (which means the Order is acknowledged, accepted, and ready to be fulfilled) within one (1) Business Day after the Seller has received the Order notification. Once an Order has been updated to “Accepted” the Seller is required to update the Seller Portal with Order Status updates as they progress through each Order stage.
8.1.5. The Seller is obligated to update the Order status to “Shipped” (which means the Order has been picked, packed, and shipped to the delivery address of the Customer) within one (1) Business Day after the Order has been shipped.
8.1.6. The Seller is obligated to update the Order status to “Delivered” (which means the Customer has received the delivery of the Order as evidenced by the proof of delivery) within one (1) Business Day after delivery of the Order to the Customer.
8.2. In the event that the Seller does not fulfill Orders in accordance with the above guidelines and within the specified time periods, the Seller will be deemed to be in breach of this Agreement and Origin Crafts Africa will, in addition to all other remedies available to it, be entitled to suspend or remove the Seller from the Marketplace Program and refuse the Seller access to the Seller Portal.
Shipping Policies
8.3. When a customer places an Order through the Origin Crafts Africa Site and the Seller accepts and ships such Order, Origin Crafts Africa will provide the delivery address to the Seller. The Seller will be responsible for shipping the purchased Products to the Customer, provided that, for Origin Crafts Africa Fulfilled Consignments the Seller will be responsible for shipping Products to Origin Crafts Africa’s appointed courier.
8.4. The Seller will not substitute any Product(s) for that (those) ordered by the Customer without Origin Crafts Africa’s prior written approval. The Seller will ship only the Product(s) ordered by the Customer and will be deemed to be in breach of this Agreement if the Seller does not comply with this provision.
8.5. Origin Crafts Africa may, at any time, require the Seller to stop or cancel any Order, including any Order that Origin Crafts Africa determines to be fraudulent, unlawful, or in violation of the terms of this Agreement. The Seller will stop or cancel such Order upon notice by Origin Crafts Africa, provided that if the Seller has transferred such Order to a common carrier or other third party that will fulfill the shipment and that prevents the Seller from stopping or canceling such Order, the Seller will be obliged to honor such Order.
8.6. The Seller will ship Products, in compliance with the Shipment requirements and guidelines contained in the Seller Portal, and deliver to Customers in accordance with the applicable shipping times provided in the Seller Portal and Origin Crafts Africa On-Time Shipping Standard as detailed in Appendix B. The Seller acknowledges that failure to comply with the shipping time requirements set forth in the Seller Portal may result in the Seller being suspended or removed from the Marketplace Program and being refused access to the Seller Portal.
Returns
8.7. The Seller agrees to comply with the returns policies set forth in the Seller Portal and the Origin Crafts Africa Peace of Mind Policy.
8.8. In respect of Products delivered to Customers, the Seller will accept and process returns of such Products and will provide refunds and adjustments (as applicable) to Customers in accordance with this Agreement. The Origin Crafts Africa Peace of Mind Policy can be viewed on the Origin Crafts Africa Site. Origin Crafts Africa reserves the right to update and amend its policies from time to time at its sole discretion.
Product Recalls
8.9. The Seller agrees to promptly notify Origin Crafts Africa of any recalls affecting Products offered through the Marketplace Program. The Seller will promptly remove any recalled Products from the Seller’s inventory in the Seller Portal.
8.10. The Seller shall be liable for all costs, damages, expenses, fees, penalties, fines, and losses incurred by Origin Crafts Africa, Origin Crafts Africa’s service providers, and/or any Customer arising from the recall or withdrawal of any Products supplied by the Seller.
TAXES
Taxes
The Seller agrees that Origin Crafts Africa is responsible for collecting and remitting VAT for all transactions conducted on the Origin Crafts Africa Site. The Seller will comply with all applicable VAT laws and VAT invoicing requirements. The Seller acknowledges and agrees that the Seller is responsible for ensuring that all required information is provided to Origin Crafts Africa in order for Origin Crafts Africa to comply with VAT laws and VAT invoicing requirements. The Seller agrees to provide Origin Crafts Africa with all necessary documentation and assistance as Origin Crafts Africa may require in this regard. The Seller acknowledges and agrees that Origin Crafts Africa may be required to disclose information relating to the Seller to tax authorities and the Seller hereby consents to such disclosure.
ADDITIONAL REPRESENTATIONS AND WARRANTIES
By Seller
The Seller warrants, represents, and undertakes that:
10.1. All information provided by the Seller to Origin Crafts Africa in connection with the Seller’s application to participate in the Marketplace Program and the performance of this Agreement is true, accurate, and complete in all respects.
10.2. The Seller has the full right, power, and authority to enter into and perform this Agreement.
10.3. The Seller’s execution, delivery, and performance of this Agreement will not violate or conflict with any agreement, contract, or other instrument to which the Seller is a party or by which the Seller is bound, or any law, rule, regulation, judgment, order, or decree of any court, arbitrator, or governmental authority to which the Seller is subject.
10.4. The Seller is the sole owner or valid licensee of all Products offered for sale by the Seller on the Origin Crafts Africa Site and has the right to sell such Products in accordance with the terms of this Agreement.
10.5. The Products offered for sale by the Seller on the Origin Crafts Africa Site are of merchantable quality and comply with all applicable laws and regulations, including without limitation all applicable safety and labeling requirements.
10.6. The Seller will not infringe or misappropriate the intellectual property rights of any third party in connection with the Seller’s participation in the Marketplace Program and the performance of this Agreement.
10.7. The Seller will comply with all applicable laws, regulations, and industry standards in connection with the Seller’s participation in the Marketplace Program and the performance of this Agreement.
10.8. The Seller will not use the Marketplace Program or the Origin Crafts Africa Site for any illegal or unauthorized purpose.
10.9. The Seller will not engage in any conduct that could damage the reputation or goodwill of Origin Crafts Africa or the Marketplace Program.
By Origin Crafts Africa
Origin Crafts Africa warrants, represents, and undertakes that:
10.10. Origin Crafts Africa has the full right, power, and authority to enter into and perform this Agreement.
10.11. Origin Crafts Africa’s execution, delivery, and performance of this Agreement will not violate or conflict with any agreement, contract, or other instrument to which Origin Crafts Africa is a party or by which Origin Crafts Africa is bound, or any law, rule, regulation, judgment, order, or decree of any court, arbitrator, or governmental authority to which Origin Crafts Africa is subject.
10.12. Origin Crafts Africa will use commercially reasonable efforts to maintain the availability and functionality of the Origin Crafts Africa Site and the Seller Portal.
10.13. Origin Crafts Africa will use commercially reasonable efforts to protect the confidentiality and security of the Seller’s information in accordance with Origin Crafts Africa’s privacy policy.
INDEMNIFICATION
By Seller
The Seller agrees to indemnify, defend, and hold harmless Origin Crafts Africa, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including without limitation reasonable attorneys’ fees and costs) arising out of or in connection with:
11.1. The Seller’s breach of this Agreement;
11.2. The Seller’s violation of any applicable law, regulation, or industry standard;
11.3. Any actual or alleged infringement or misappropriation of any intellectual property rights by the Seller;
11.4. Any actual or alleged defect in any Product offered for sale by the Seller on the Origin Crafts Africa Site;
11.5. Any actual or alleged injury or damage to any person or property caused by any Product offered for sale by the Seller on the Origin Crafts Africa Site;
11.6. Any actual or alleged fraudulent, misleading, or deceptive conduct by the Seller in connection with the Seller’s participation in the Marketplace Program and the performance of this Agreement.
By Origin Crafts Africa
Origin Crafts Africa agrees to indemnify, defend, and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including without limitation reasonable attorneys’ fees and costs) arising out of or in connection with:
11.7. Origin Crafts Africa’s breach of this Agreement;
11.8. Origin Crafts Africa’s violation of any applicable law, regulation, or industry standard.
LIMITATION OF LIABILITY
12.1. To the maximum extent permitted by law, Origin Crafts Africa will not be liable for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:
12.1.1. The Seller’s participation in the Marketplace Program and the performance of this Agreement;
12.1.2. The Seller’s use of or inability to use the Origin Crafts Africa Site or the Seller Portal;
12.1.3. Any unauthorized access to or use of Origin Crafts Africa’s servers and/or any personal information stored therein;
12.1.4. Any interruption or cessation of transmission to or from the Origin Crafts Africa Site or the Seller Portal;
12.1.5. Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Origin Crafts Africa Site or the Seller Portal by any third party;
12.1.6. Any errors or omissions in any Content or for any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Origin Crafts Africa Site or the Seller Portal.
12.2. To the maximum extent permitted by law, Origin Crafts Africa’s total liability to the Seller for any claim arising out of or in connection with this Agreement will not exceed the total amount of fees paid by the Seller to Origin Crafts Africa under this Agreement in the twelve (12) months immediately preceding the date on which the claim arose.
TERM AND TERMINATION
Term
13.1. This Agreement will commence on the Effective Date and will continue in full force and effect until terminated by either party in accordance with the terms of this Agreement.
Termination by Seller
13.2. The Seller may terminate this Agreement for any reason by providing thirty (30) days’ prior written notice to Origin Crafts Africa.
Termination by Origin Crafts Africa
13.3. Origin Crafts Africa may terminate this Agreement for any reason by providing thirty (30) days’ prior written notice to the Seller.
13.4. Origin Crafts Africa may also terminate this Agreement immediately upon notice to the Seller if the Seller breaches any term or condition of this Agreement, or if Origin Crafts Africa determines, in its sole discretion, that the Seller’s participation in the Marketplace Program may result in any harm to Origin Crafts Africa, the Origin Crafts Africa Site, or any third party.
Effect of Termination
13.5. Upon termination of this Agreement for any reason:
13.5.1. The Seller will immediately cease all use of the Seller Portal and the Origin Crafts Africa Site;
13.5.2. The Seller will immediately cease all sales of Products through the Origin Crafts Africa Site;
13.5.3. The Seller will immediately remove all Content from the Seller Portal and the Origin Crafts Africa Site;
13.5.4. The Seller will promptly return to Origin Crafts Africa all Confidential Information (as defined below) and all copies thereof;
13.5.5. Any provision of this Agreement that, by its nature, is intended to survive termination of this Agreement will so survive.
CONFIDENTIALITY
Confidential Information
14.1. “Confidential Information” means any and all information, whether oral, written, electronic, or otherwise, that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement and that is designated as confidential or that, given the nature of the information or the circumstances of its disclosure, should reasonably be considered confidential. Confidential Information includes, without limitation, all trade secrets, business plans, financial information, customer information, supplier information, and other proprietary information.
14.2. The Receiving Party agrees to:
14.2.1. Use the Confidential Information only for the purpose of performing its obligations under this Agreement;
14.2.2. Disclose the Confidential Information only to those employees, agents, and contractors of the Receiving Party who have a need to know the Confidential Information for the purpose of performing the Receiving Party’s obligations under this Agreement and who are bound by written agreements to maintain the confidentiality of the Confidential Information;
14.2.3. Protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature, but in no event with less than reasonable care.
14.3. The Receiving Party’s obligations under this Section 14 will not apply to any Confidential Information that:
14.3.1. Was already known to the Receiving Party at the time of disclosure by the Disclosing Party, without any obligation of confidentiality;
14.3.2. Is or becomes generally known to the public through no act or omission of the Receiving Party;
14.3.3. Is disclosed to the Receiving Party by a third party who is not under any obligation of confidentiality to the Disclosing Party;
14.3.4. Is independently developed by the Receiving Party without the use of or reference to the Confidential Information.
14.4. The Receiving Party may disclose the Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party’s reasonable efforts to obtain a protective order or other appropriate remedy.
GENERAL PROVISIONS
Independent Contractors
15.1. The parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party will have the authority to bind the other party or to incur any obligation on behalf of the other party without the other party’s prior written consent.
Assignment
15.2. The Seller may not assign or transfer this Agreement, in whole or in part, without Origin Crafts Africa’s prior written consent. Origin Crafts Africa may assign or transfer this Agreement, in whole or in part, without the Seller’s prior written consent.
Notices
15.3. All notices, requests, demands, and other communications under this Agreement must be in writing and will be deemed to have been duly given:
15.3.1. When delivered by hand or by courier;
15.3.2. When sent by email, provided that the sender has not received a delivery failure notification and has not otherwise received notice that the email has not been delivered.
15.4. Notices to the Seller will be sent to the email address provided by the Seller in the Seller Portal. Notices to Origin Crafts Africa will be sent to origincraftsafrica@gmail.com.
Governing Law
15.5. This Agreement will be governed by and construed in accordance with the laws of the jurisdiction in which Origin Crafts Africa is located, without regard to its conflict of law principles.
Dispute Resolution
15.6. Any dispute arising out of or in connection with this Agreement will be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiations, the dispute will be submitted to mediation, and if mediation is unsuccessful, the dispute will be submitted to binding arbitration in accordance with the rules of the jurisdiction in which Origin Crafts Africa is located.
Waiver
15.7. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
Severability
15.8. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
Entire Agreement
15.9. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written.
Amendments
15.10. This Agreement may not be amended or modified except by a written instrument signed by both parties.
Force Majeure
15.11. Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.