This E-commerce Vendor Agreement (“Agreement”) is made and entered between, Namcave Technologies CC a company in agreement with the Business and Intellectual Property Act of Namibia having its registered office at 3513 Reigenstein Street, Swakopmund, Namibia
“Company” shall mean Namcave Technologies CC
“Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.
“Price”shall mean the cost at which the Products are to be delivered to the Customer inclusive of shipping charges, if any.
“Effective Date” shall mean the date on which this Agreement is executed.
“Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.
“Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
“Online Store” shall mean a virtual electronic store created on the Namcave online website/mobile application for sale of the Vendor’s Products either through web site of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Customer places an order for the Product of the Vendor.
“Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.
“Products” shall mean merchandise items of the Vendor put up for sale on the Online Store by the Vendor.
“Price” means the sale price of a product inclusive of delivery charges and applicable taxes.
“Namcave” means an online platform owned and operated by the Company that facilitates the shopping transaction between the Vendor and the Customer.
“Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
“Shipment Cost” shall mean the cost and taxes recovered by the Company from the Vendor per order for handling the logistics.
“Sign-up Fees” shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store.
“Transaction fees” shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product on online store.
The Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting and technology, customer support, logistics services (unless if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay Transaction fees as specified under these presents, to the Company for the sale being effected through the Online Store created on the Namcave website of the Company.
The Company shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, Transaction fees and or shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at 10% per transaction (by a particular customer). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the Transaction fees. Any amount to be paid to the Vendor by the Company shall be paid net of reversals.
In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Transaction fees, plus a penalty of the Transaction fees of the product (up to a maximum limit of 25%) and the said charges will be deducted from the amount due and payable to Vendor.
Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:
The Company shall within 3 working days of receipt of advice process the amount due to Vendor and dispatch the amount due to the vendor accordingly.
The Company shall deduct charges as specified in sub-clause 4 above and agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.
Vendor agrees to bear all the applicable taxes duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store and the buyer shall not be responsible to collect, report, or remit any taxes arising from any transaction.
The vendor shall
Through the interface provided by the Company on the creation on Online Store of Vendor, shall upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, and vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and Copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
At all times have access to the Internet and its email/cell phone account to check the status of approved orders,
On receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 24 hours or within the time as specified in the product description on its online store.
In respect of the orders for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of Company within 24 hours of the request made by Company.
In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
Update the Order Status on a regular basis,
The Vendor may send any of its promotional or any other information with the Products ordered by the customer but must ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company,
The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Namibian laws.
The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
The Vendor shall at all time during the pendency of this agreement endeavour to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
The Vendor warrants and represents that
They have the right and full authority to enter into this Agreement with the Company.
All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party
That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
Vendor shall pay the Company Transaction fees as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
That Vendor shall draw the invoice / bill directly in the name of the Customer.
Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.
Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Namcave Website. In such an event, the Company reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Namcave, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfilment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
This article shall survive the termination or expiration of this Agreement.
The Company on the basis of representation by the Vendor has created the online store of the Vendor on Namcave website/mobile application to enable Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the Contract.
The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations /Intellectual property rights of any third party. Vendor agrees and acknowledges that.
Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, and use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.