Introduction

As a demonstration of our commitment to Nigeria and Nigerian entrepreneurs, ProjectShamba (“ProjectShamba”, “us”), Nigeria’s Online Project Mall opened up its online platform to Nigerian businesses to enable merchants sell their products (“Mall”), giving instant nationwide access to your products. Merchants can also enjoy all the benefits that come with having an online store by being able to sell their products to customers all over Nigeria. Businesses that sign up to ProjectShamba’s Mall will have a free microsite provided for them, and ProjectShamba will provide additional value-added services including but not limited to marketing, customer service and logistics partnerships to cater for customers in all 36 states in Nigeria as well as Abuja. ProjectShamba will also provide dedicated account managers to all merchants  Merchants can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers all over Nigeria. We also provide convenient payment terms for the proceeds of merchants’ sales. ProjectShamba offers its customers both prepaid and pay-on-delivery payment options for goods purchased. All merchants have to do to enjoy all these benefits is to review and accept the terms and conditions of the ProjectShamba Mall Service Agreement below. ProjectShamba reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the ProjectShamba website.

Agreement

In consideration of the mutual covenants set forth in this Agreement, Seller and ProjectShamba (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

1. Services Rendered

The Seller agrees to compensate ProjectShamba for the services rendered listed in section 2 below (“Services”).

2. Delivery of Services

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

  • Online storefront tailored to the Seller with payment gateway and escrow service at Projectshamba.com;

  • Access to SellerHQ and other account management systems;

  • Access to a dedicated account officer and other account management services;

  • Access to logistics partners;

  • Provision of analytics;

  • Seller Services Helpline Number (Mon – Fri; 08:00 – 18:00)

  • E-marketing, and other marketing services as available and appropriate.

ProjectShamba may at its sole discretion 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.

ProjectShamba 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 ProjectShamba with genuine products, up-to-date product quantity information and accurate product information.

3. Compensation

For all of the Services provided by ProjectShamba under this Agreement, the Seller shall compensate ProjectShamba, 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 ProjectShamba website.

ProjectShamba shall have the right to deduct commissions for all “Self-fulfilled Orders” directly from the Merchant’s ProjectShamba Wallet or from his/her designated Bank Account in the event his/her wallet is empty.

ProjectShamba will from time to time review the category commission structure and will notify the Seller of any changes by communicating directly to sellers, or publishing the same on the SellerHQ portal, or on ProjectShamba’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. ProjectShamba will remit payments for 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 ProjectShamba 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 ProjectShamba. Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without ProjectShamba’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.

5. Independent Contractor

ProjectShamba shall be deemed as an independent contractor. ProjectShamba will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Seller will not withhold or pay any income tax, social security tax, or any other payroll taxes on ProjectShamba’s behalf. ProjectShamba is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller. ProjectShamba 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.  ProjectShamba reserves the right to alter these terms and conditions at any point without notice, by updating the content on the ProjectShamba website.

7. Indemnification

Seller warrants that everything it gives ProjectShamba 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 ProjectShamba, its employees and associates harmless from any and all claims brought in the performance of the Services.

Seller shall indemnify and hold ProjectShamba 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

A) Not withstanding applicable returns policy, Merchant further covenants to ;

a. Pick up fresh returned orders from the ProjectShamba Pick Up Centre within 5 days of notification of such return via sms and e-mail, failing which, order is sent back to ProjectShamba’s Warehouse.

b. If the item still remains unpicked at the ProjectShamba Warehouse after the 17th day, ProjectShamba shall send a final notification to merchant to pick up at ProjectShamba’s Warehouse informing the Merchant that such goods shall be disposed at discounted prices fixed at ProjectShamba’s discretion. Proceeds of such sales shall be paid into merchant’s wallet.

c. In the event that the goods are not bought on discounted prices after such sales, such goods shall be destroyed by ProjectShamba. Evidence of this shall be made available upon request. d. Merchant hereby indemnifies ProjectShamba against any such claims and holds ProjectShamba non-liable for the disposal of such returned goods referred to in the clauses above.

B)  Merchant agrees to indemnify, defend and hold harmless ProjectShamba against and from any third party claims (including reasonable legal or arbitration costs) arising from;

(i) any breach or default on the part of the merchant of any obligations

(ii) negligent act or omission of merchant; or

(iii) willful violation of the law, wrong description and price of products advertised; or

(iv) an offence committed by merchant,

(v)provision of fake, inferior or substandard products that have been sold as genuine;

(vi)Provision of used, refurbished or damaged products that has been sold as new or unused;

(vii)Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC etc);

(viii)Fails to meet the Quality Of Service Standards (QoS) as defined in the SellerHQ ratings system (details on request);

(ix)Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading.

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.

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

  • Fails to make a product that has been sold on ProjectShamba Mall available for delivery within three (3) 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 SellerHQ ratings system (details on request);

  • Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;

  • Engages in any activity that brings ProjectShamba, or any of ProjectShamba’s partners or other mall vendors into disrepute.

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

10. Policy on Counterfeit, Refurbished and Unauthorized Products on ProjectShamba Mall

ProjectShamba is committed to delivering high quality products and service to customers at all times, and we strive to ensure that all products sold by merchants via the ProjectShamba Mall are held to the same high standards. ProjectShamba Mall has zero tolerance for counterfeit products, and does not allow the sale of unoriginal, fake/replica, refurbished or otherwise unauthorized items. It is the responsibility of each merchant to source and sell only authentic items. If a merchant is determined by ProjectShamba to have sold inauthentic or otherwise unauthorized goods, ProjectShamba may suspend or terminate the merchant’s ability to sell on ProjectShamba immediately and without warning, and current and future payments held by ProjectShamba on the merchant’s behalf may be forfeited and withheld in accordance with Projectshamba.com’s Authentic Items Policy.

11. Insurance

Sellers shall be responsible for insurance in relation to projects sold to customers.

12. Copyright and Infringement Trademark

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

13. 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.

14. 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; ProjectShamba 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 ProjectShamba and its subcontractors or expose them to undue risk or otherwise engage in activities that ProjectShamba, in its sole discretion, determines to be harmful to ProjectShamba’s 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.

15. 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.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of courts within FCT Abuja.