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Suubula.com new seller contract.

SELLER CONTRACT

 

Welcome to the Suubula.com seller contract. These terms and conditions apply to the site and other stores.

Article 1. Scope and definitions of the contract

  1. DEFINITION OF THE OBJECT AND TERMS RELATIVE TO THIS CONTRACT
  2. DEFINITION OF TERMS OF THE CONTRACT AND TERMINOLOGY
  3. MODIFICATION AND TERMINATION OF THE CONTRACT
  4. JURISDICTIONAL COMPETENCY AND GOVERNING LAW

  Article 2. Rights and obligation of different parties related to the operating model.

  1. COMMUNICATION
    • From Suubula.com to the vendor
    • From the vendor to Suubula. Com
  2. EXECUTION
    • Suubula's rights and obligation
    • Vendor’s rights and obligation
    • Penalties in case of non-respect of Suubula quality commitments

Article 3. System usage agreement

  1. GENERAL CONDITIONS OF USE FOR THE SELLER CENTRE
  2. COMMITMENT AND GUARANTEE OF THE VENDOR RELATED TO THE SELLER CENTRE.

Article 4.  General conditions of transactions and payment between SUUBULA and the vendor

  1. GENERAL CONDITIONS OF PAYMENT
  2. COMMISSIONS AND FEES COLLECTED BY SUUBULA.COM

Article 5.

  1. ORDER MANAGEMENT
  2. ORDERS MANAGEMENT PROCEDURES
  3. GENERAL PRINCIPLES REGARDING PROCESS OF PRODUCTS RETURNED.

Article 6. Privacy.

 

Article 1. Scope and definitions of the contract.

  1. DEFINITION OF THE OBJECT AND TERMS RELATIVE TO THIS CONTRACT.

1 . Customer satisfaction as the common interest by both parties. By signing this contract, both parties agree that customer satisfaction is the ultimate interest guiding the commercial actions and behaviours of both parties.

  1. Acceptance of the contract: Every transaction of the vendor on SUUBULA’S platform is bound by all the terms of this contract as well as the details  mentioned in this contract are accessible on www.suubula.com. Therefore any condition of sales opposed by the the vendor to SUUBULA will be null and void.

This agreement will be considered valid as soon as the vendor will have signed it .

  1. Definition of services: SUUBULA runs and operates a platform that allows vendors to list and sell their products to the public over the internet, physical stores and its logistics network.
  2. Limitation of SUUBULA’S services: The service provided by SUUBULA is limited to referring customers to the vendor and accepting orders and payments on their behalf as well as a supporting network of logistics and marketing services to be requested and purchased by the vendor . This support is covered with in the agreed upon level of commission and service fees.

 

  1.      Duration and Termination of Contract: This agreement is valid as long as it is signed by the         vendor. It  remains valid until termination by either party via a two month notice of writing.
  2.     Use of Subcontractors : SUUBULA may use the services if third parties to execute any part of the present contract  or any kind of existing or future services SUUBULA may propose to vendors and customers.
  3. DEFINITIONOF TERMS OF THE CONTRACT AND TERMINOLOGY

In this contract,  there are technical words  specific to the e-commerce sector . In this agreement,  unless the subject or context otherwise requires,  the following words and expressions shall have the following meanings :

SELLER ACCOUNT: The dedicated internet website for which access is provided by SUUBULA  to the vendor to manage his or her products, listings, products description, orders,  pricing, sales, views and  reviews .

LISTING : Is a product listed by the vendor on the seller account to be sold on SUUBULA . A listing is made of product name,  selling price, description,  delivery days, return days ,variations and pictures.

FBS(  also known as fulfillment by SUUBULA) is used where the seller ships the product to SUUBULA'S warehouse before it is shipped and delivered to the customer by SUUBULA.COM .

VENDOR SERVICE CENTRE: Support service provider by SUUBULA  to  solve the  issues faced by vendors .

WAREHOUSE: The warehouse is that facility of SUUBULA  where all products in FSB ( fulfillment by SUUBULA) are stored  and where the orders are processed .

INBOUND : Reception department of the products by SUUBULA   and action of accepting and registering the brought in stock in the warehouse by the vendor.

FINAL DELIVERY: Transfer of ownership of the product from the vendor to the final customer.

HUB: A location operated by SUUBULA  or one of its logistics partner where the vendor can drop items and when eligible to pick up returned items.

BUSINESS DAY: A day ( excluding Saturday and Sunday ) on which commercial banks are generally open for  business in Uganda .

DAMAGED ITEMS: means items that have suffered physical harm , in such a way to impair its value, usefulness and function.

LOST ITEMS: Means missing items that that have been missing for a period of 30 days.

PROMOTION: ( also known as Promo) is a specific and extraordinary commercial event organised by SUUBULA  during which SUUBULA highlights to its  customers certain products sold at attractive conditions. This event maybe promoted through the centre by submission of new prices and discounts codes.

MAJOR COMMERCIAL EVENTS: During this commercial event,  SUUBULA  invests massively in marketing  to generate specific traffic  of the highest quality.  In this event, SUUBULA promotes only the best offers from vendors.

SKU: Stock keeping unit

CUSTOMER: Customer shopping on SUUBULA is the sole owner of the relationship with the customer.

VAT: Value Added Tax as applied per the applicants tax authorities .

3PL: third party logistics provider, a logistics partner providing the array of logistics services sold by  SSUUBULA.

  1. MODIFICATION AND TERMINATION OF THE CONTRACT
  2. Termination of the contract by the vendor: This contract remains valid for 2 years extended by tacit agreement until one of the parties terminates it. Vendor may terminate this contract by means of thirty days notice by registered letter with acknowledgement of receipt . In these 30 days, the two parties have to keep respecting the terms of this agreement.  Incase of  non- agreements by the vendor, the contract my be terminated immediately.
  3. Termination of contra t by SUUBULA: SUUBULA may terminate immediately this contract if the vendor fails to meet the level of operational performance considered as bear minimum to provide a satisfactory customer experience of purchase on the platform.
  4. Modification of the contract by SUUBULA: SUUBULA may change this contract at any moment . In that case, SUUBULA will communicate that change to the vendor through an email and through a notification in the vendor’s seller account.
  5. JURISDICTIONAL COMPETENCY AND GOVERNING LAW
  6. Governing law: This agreement is governed and interpreted in accordance with the law of the Republic of Uganda

Suubula reserves the right to seek inductive relief from the Ugandan  courts

Incase of a gravely detrimental breach of this agreement.

  1. Permanency of contractual obligations: Parties to this agreement shall continue to uphold their respective contractual obligations at all times until the resolution of any conflict or dispute in accordance with the terms of this agreement.

ARTICLE 2. RIGHTS AND OBLIGATIONS OF DIFFERENT PARTIES RELATED TO THE OPERATIONAL MODEL.

  1. COMMUNICATION
    • From SUUBULA to vendor

1 . SUUBULA will communicate wit the vendor using the information given by the vendor to SUUBULA when registering on seller account.  The vendor is responsible for updating SUUBULA  systems incase of contact information change in 24 hours.

  • From the Vendor to SUUBULA.COM
    1. The vendor will communicate to SUUBULA.COM using emails, phone, or mobile messaging incase the vendor is followed up by the account manager .

 

  1. EXECUTION
    • SUUBULA’S rights and obligation.
      1. The vendor acknowledges that the relationship between customers and SUUBULA is governed by the privacy policy and the general terms and conditions, both available on the website.

 

  1. Product listing and content management: SUUBULA will present on the website the products listed by the vendor that passed quality control. The vendor will be responsible for listing their own products.

The vendor grants to  SUUBULA  perpetual rights to use, reproduce , modify, adapt ,publish, translate and create other contents to distribute the content that the vendor provides.

In order to maintain its reputation for high quality service, SUUBULA deserves the right to delist the vendor and terminate the and to terminate the relationship with the vendor if the vendor repeatedly receives bad reviews or complaints or fails to comply with SUUBULA ‘ S standards.

SUUBULA  offers to the customer an opportunity to evaluate the products on its website.

 

  1. Pricing: SUUBULA shall not make changes to the prices of the product listed by the vendor without the agreement of the vendor. Pricing can be adjusted by the vendor for any items sold of the site on his account.
  2. Returns: SUUBULA will manage the returns of the vendor following the general principles regarding process of returned items mentioned in article 2.b.iii of the present contract and return guidelines available in seller account.
  3. Counterfeited products: SUUBULA may conduct the audit and test over the products provided by the vendor to guarantee that no products sold on SUUBULA are counterfeited products.
  4. Payments: SUUBULA will pay the vendor for the products sold on Suubula following the payment option agreed with Suubula.
  5. Website: SUUBULA may do changes in its website or its services or have its services suspended.
  6. Third party provider: SUUBULA  will be able to appeal to third party service providers to fulfill some part of the services  to the vendor and customer.
  • Vendors rights and obligations
    1. Product creation and listing: The vendor certifies that the description listed on SUUBULA are true, comply with relevant laws, applicable to a promotion of a product to an end  customers and is respectful to the product creation guidelines.

Every item sold must be identical to its description on Suubula.com  and to the image provided. Incase of non- conformity with the technical characteristics,  with the colour image, or incase of technical default , SUUBULA will return the product to the vendor.

  1. Pricing : The vendor is responsible for setting prices of its products listed on Suubula.com. The price must be including taxes and abide by any pricing law in effect for the full duration of the listing.
  2. Stock level and order fulfillment: The vendor certifies that for all its products listed on the seller centre, the stock indicated as available is consistent with its real stock immediately available.
  3. Packaging guidelines: The vendor will package each processed order following the Suubula packaging guidelines as available in the seller centre . If the products packaged by the vendor are not following the guidelines,  the package can be returned to the vendor.
  4. Returns of products : The vendor commits to respect both the general principles regarding process of returned items mentioned in article V.c of the present contract .
  5. Counterfeited products: The vendor commits to providing only genuine products and to abide by every applicable law and regulations regarding sale of products to an end customer. Any disrespect if this term may lead to immediate termination of this contract and the vendor shall keep SUUBULA free of harm from this dispute regarding breach of contract of such laws and regulations.
  • Penalties incase of non-respect of Suubula quality commitment.

Penalties are here to compensate SUUBULA  for any extra effort to meet our mission of providing quality products at affordable prices to customers,  and to protect SUUBULA’S best interests.  Penalties will be enforced according to the below guidelines  but are notified to them and are susceptible  to be applied to any behaviour in opposition to the guidelines available in seller centre and tarnishing Suubula's interest and brand.

  1. Counterfeited products
  2. Slow fulfillment of orders
  3. High rate of returns of products
  4. Breach of the agreement
  5. Cancellation of orders and poor SKU management

ARTICLE 3 GENERAL CONDITIONS OF TRANSACTIONS AND PAYMENT BETWEEN SUUBULA AND THE VENDOR.

  1. GENERAL CONDITIONS OF PAYMENT .
    1. Payment by SUUBULA to the vendor: Payments made to the vendor are calculated on the base of the selling price including taxes of articles delivered to the customers deducted from the amounts of products returned within the same period as well as commissions.  All invoices issued by the vendor shall be paid  for In Uganda shillings
    2. Payment method: Payments are done by bank transfer or mobile money payment. The vendor should enter it’s up to date payment information in the seller centre.
    3. Invoices: The vendor must provide an invoice for the customer printed from seller centre .
    4. Payment calculation; The revenue collected by SUUBULA for the vendor is based on the orders successfully delivered to the customer. The vendor understands that the items shipped but not delivered yet at the time of payment are not included in the payment.
    5. Payment time: SUUBULA effects payments twice a week on Tuesday and Friday to the vendors.
  2. COMMISSIONS AND FEES COLLECTED BY SUUBULA
    1. Calculation of commission: The commission rates vary according to categories of products. Commissions are calculated as a percentage of  the full tax selling price . The other fees are invoiced with VAT . Therefore , SUUBULA  collects VAT over the amount of commissions and fees that it withholds according to the regulation applicable.
    2. Adjustments on commissions: SUUBULA reserves the right to adjust the percentage commission, providing a suitable notice of 14 days is served in advance to the vendor.
    3. Commission Structure: The commission structure shows the commission percentage charged on every product depending on the category. It is attached on the contract .

ARTICLE 5. LOGISTICS

  1. FSB( Fulfillment by Suubula) : With this, the vendor is required to bring the ordered product to SUUBULA’S warehouse or hub depending on the item
  2. The Vendor is also able to drop the item to one of the hubs determined by SUUBULA. This process is called drop off . These items are picked up by SUUBULA  or any certified contractor.

 

  1. Transfer of responsibility  and ownership of the item: The vendor shall deliver the items to SUUBULA’S warehouse already packed and ready for delivery. The vendor should be given a note to certify receive of the item.

 

No damaged product before the transfer of the product to SUUBULA will be accepted by SUUBULA.

  1. Time taken to deliver the item to SUUBULA: The vendor should deliver the item to SUUBULA  in a period of 24 hours and if it takes more than 2  working days to give the products to SUUBULA,  SUUBULA reserves the right to consider the product as out of stock .

In case of delay in the sourcing of the product  SUUBULA should be notified  of the date when the product is expected to be ready.

 

  1. GENERAL PRINCIPLES REGARDING PROCESS OF RETURNED PRODUCTS
    1. SUUBULA will accept products returned by its customers if the return reason respects the return policy mentioned on the website and the seller centre.
    2. Acceptance of the Vendor of the conditions of return by SUUBULA: The vendor will accept the conditions of return of SUUBULA  , conditions on the website  and seller centre.
    3. Return conditions: The vendor is obligated to accept returns or refunds of goods on the following cases:

Faulty good

Incorrect product

There are three types of goods return

For delivery failures

Unopened returns – For items in whose categories Suubula offers a return  policy and first items with visible damages

Opened returns- for manufacturing defects ,incorrect product and for categories where Suubula offers opened returns policy

 

For customer convenience, SUUBULA  and the vendor commits into accepting the product returned to the vendor 8 days after the delivery date and through the customer service of SUUBULA.

The product has to be sent back in it’s original wrap

The product has not been used

There isn’t any missing part of the product

The customer has conserved and sent back the invoice of the product.

  1. Returns process and split of responsibility: In case of products returns, a quality control is done in the warehouse of SUUBULA to determine who is responsible for the return of the product.

If the product can be sold again, and SUUBULA doesn’t want to keep the product,  it is returned to the vendor who becomes again the legal owner of the product . If the vendor has already been paid for the sale of the product, he or she shall reimburse SUUBULA minus the amount of commissions deducted by Suubula when the item was sold.

If SUUBULA is responsible for the default of the product  SUUBULA will reimburse the customer or replace the product.

  1. Disagreement over the quality control check: In case of disagreement over the quality control, the vendor shall open a dispute procedure . He shall provide SUUBULA with proof that the object was working and had the quality necessary to be sold when he provided it to SUUBULA.
  2. REIMBURSEMENT BETWEEN SUUBULA AND THE VENDOR:

If the product is defective and the vendor is considered as responsible for this default,  in that case, if SUUBULA has not paid the vendor yet, the vendor will not be paid for the product .

If the on contrary SUUBULA has already paid the vendor,  the Vendor will reimburse the full price of the object.

 

  1. Modification of return conditions: SUUBULA reserves the right to modify its return policy at any time and shall immediately give the vendor 15 days prior notice to implementing the new return policy.

 

  1. Delay in return of the product to the Vendor : If for any reason the product is being sent back to the Vendor , SUUBULA will retrieve the product and make it available for the Vendor at a location of Suubula warehouse or any pickup point.

 

  1. Forfeiture of ownership: If the Vendor doesn’t collect the returned products in a period of three weeks following the notification of SUUBULA about the availability of the such items,  SUUBULA becomes the owner of the returned items.

 

 

ARTICLE 6. LIABILITY

  1. LIMITATION OF LIABILITY
    1. Quality and authenticity of products provided by the Vendor: The Vendor indemnifies SUUBULA from all claims arising in relation to matters outside SUUBULA’s control including but not limited to the quality of goods provided by the vendor.

 

  1. Violation of the law by the Vendor: The vendor further indemnifies SUUBULA from all third parties' claims resulting from any violation of laws and regulations by the Vendor.

 

  1. Malfunctions of Services: SUUBULA can not guarantee that its service will be free from all malfunctions, but will exercise all diligent and reasonable care and skill to resolve any case.

 

  1. Collection of VAT: VAT liability for the product sold rests with the vendor and SUUBULA will not be responsible for any VAT issues that may arise.

 

  1. Data recording: SUUBULA will not be held responsible for the capture of data by any third party.

 

  1. Sudden interruption of the service offered by SUUBULA: SUUBULA will not be held responsible for the interruptions of its internet service ,mobile applications,  website and all the loss of data stored by SUUBULA   which could result of it.

 

ARTICLE 7. PRIVACY

1.Both parties are obliged to treat confidentially the content of this agreement as well as the other information and data they acquire in connection with partnership,  and not use it in purposes outside the scope of  this contract.

  1. Each party commits into treating in confidence any of the information given by the other party because of the execution of the terms of that contract.
  2. Each party commits into using any of the information obtained for only for the fulfillment of the terms of the contract
  3. However, the obligation of conservation of secret doesn’t extend to the information which, at the moment of their transmission, seemed obviously public .

ARTICLE 8. INTELLECTUAL PROPERTY

  1. The Vendor warrants, represents and covenants that its manufacture, sale distribution and use of the goods do not infringe directly or indirectly any intellectual property. The Vendor warrants, represents and covenants that SUUBULA’s feature on the goods on the website doesn’t infringe any intellectual property whether directly or indirectly.

 

  1. The Vendor undertakes and represents to SUUBULA that it has all rights and ownership of all intellectual property in relation to the goods and the supply of goods and is able to grant and hereby grants and irrevocable non-exclusive  and royalty free license to use all such intellectual property in relation to the goods and that all those rights and good will ,are and will remain  vested in the Vendor or the owner of the intellectual property (as the case may be)

 

  1. The Vendor represents and warrants to SUUBULA that it is not aware of any claims made by any third party with regard to any if the alleged or actual patent ,copyright, trade secret, trade mark, trade name or other intellectual property right infringement or other claim, demand, or action resulting from the manufacture ,sale , distribution or use of goods.

 

  1. The Vendor agrees to release, defend, protect, indemnify and hold SUUBULA, their affiliates, and their respective directors, officers, employees, contractors,  agents, suppliers, users , successors and assigns ,harmless from and against any and all costs ( including attorney fees and court costs on an indemnity basis) ,expenses, fines, penalties, losses, damages,  and liabilities arising out of any alleged or actual patent ,copyright, trade secret , trade mark, trade name or other intellectual property right infringement or other claim .

 

  1. The Vendor shall not be entitled to use any intellectual property belonging to SUUBULA without SUUBULA’s prior approval writing .

 

IN WITNESS WHEREOF this agreement has been duly executed in two counterparts on the effective date by:

 

SUUBULA :                                                              VENDOR:

 

Authorised representative:                      Authorised representatives:

 

Name:                                                            Name:

 

Capacity:                                                       Capacity:

 

Signature:                                                      Signature:

 

Date:                                                               Date: