Last Updated: July 7th 2017
Now it is hereby agreed as follows:
2. Seller’s Rights and Obligations
- The Seller acknowledges and agrees that Iludio only provides the Seller with the Services and access to the Site. Consequently Iludio is not a participant in any way, in the sale and purchase process between the Seller and the buyer/customer.
- The Seller shall maintain all contacts, and conduct all transaction for the sale of its Product with the buyers/customers using the functionalities available on the Site and/or the Services. The Seller shall not at any time during the Term contact the buyers/customers or any other prospective buyers using any other alternative means other than the Site and/or the Services.
- The Seller shall be fully responsible for listing the Seller’s products on the Site.
- The Seller shall provide accurate and non-misleading product content (including images, descriptions and other content). The Seller is fully responsible for the accuracy of all product content. All content accompanying the advertising of a product must be related to the product offered for sale.
- The Seller agrees to maintain an up-to-date inventory including price and number of available products.
- The Seller shall provide high quality product images with clear and/or great background. The Seller must own the right to or have the permission to use the images.
- The Seller acknowledges that Iludio is not obliged to vet, review or verify the product and/or content to determine whether any such product and/or content may result in any liability to any third party.
- The Seller acknowledges and agrees that Iludio shall not be liable in any way and for any reason for the behaviour of the User or any Comments made by the User in respect of the Seller and/or the Product.
- If a claim for infringement or alleged infringement of any consumer protection and/or trade description laws is made in respect of any/all of the Seller’s Products or, in the reasonable opinion of Iludio, such a claim is likely to be made, Iludio shall be entitled to immediately and without notice to the Seller remove the Product from the Site and, at its sole discretion, suspend and/or cancel the Seller’s right to advertise their Products on the Site.
- Iludio shall have no liability for any infringement or alleged infringement of any consumer protection and/or trade description laws in respect of all/any of the Seller’s Products, and the Seller shall indemnify Iludio against any claim that the Content, the Site and/or the Services infringes any such laws.
- The Seller shall not list and/or sell counterfeit, fake, inferior or substandard, stolen or fraudulently obtained products or provide them for products sold as genuine.
- The Seller shall not offer products or description of products that are illegal, offensive, defamatory, libelous, harassing, promoting violence or hatred or racism, cause significant risk of injury or death, not authorized for sale by an appropriate regulatory body, or other unlawful activities.
- The Seller shall not list and/or sell products that have not been authorized for sale by an appropriate regulatory body.
- The Seller shall not provide used, refurbished or damaged products for products sold as new or unused.
- The Seller shall have product in well-presented and excellent condition. Rental or used clothing must be dry-cleaned and in great condition.
- The Seller shall send the Seller’s product(s) included in an invoice/order to the buyer, upon receipt of the invoice/order.
- The Seller shall inform a customer within 48 hours if the Seller cannot fulfill an order.
- The Seller must ship a purchased product within three (3) business days and deliver the product to customer within ten (10) business days after purchase, unless otherwise stipulated in the product’s page at time of order OR discussed with Iludio team. Business days are Monday – Friday and exclude public holidays.
- The Seller shall offer returns and refunds, if the buyer/customer meets Iludio’s Return Policy.
- Iludio is not obligated to process returns for a buyer/customer on behalf of the Seller, once Iludio has remitted payment to the Seller for the sold product.
- The Seller shall not engage in any activity that brings Iludio, or any of Iludio’s sellers or partners into disrepute.
- The Seller shall not engage in any activity which would be considered illegal, fraudulent or misleading under applicable law and legislation.
- The Seller shall not infringe any third party’s copyright, trademark, trade secret, patent, intellectual property rights, or other proprietary rights. Iludio will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of sellers who may be infringers.
- The Seller 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).
- The Seller must not give another access to its account or sublease its account or Store to third parties.
- The Seller must not incur liability for Iludio and its partners/subcontractors or expose them to undue risk or otherwise engage in activities that Iludio, in its sole discretion, determines to be harmful to Iludio’s affiliates, operations, reputation, or goodwill.
- The Seller must not post or display any pornographic or sexually explicit material.
- The Seller must not post or display any material that exploits or otherwise exploits children under the age of 18 years.
- The Seller must not conduct activities such as gambling, betting, lotteries, raffles and sweepstakes.
3. Iludio’s Rights and Obligations
- Iludio shall use its reasonable endeavours to make the Site available and present the products listed by the Seller on the Site. Iludio cannot guarantee uninterrupted access to the Site.
- Iludio is authorized to receive and process customer payments on behalf of the Seller and will carefully send order information to the Seller.
- The Seller and Iludio agree that the scope of work and all other documents and information related to the development of the Site is “Confidential Information” and constitute Iludio’s valuable trade secret.
- The Seller must keep any confidential information in confidence and must not at any time during or after the terms of this Agreement, disclose or otherwise make available to anyone, without the express consent of Iludio, either directly or indirectly, all or any part of the Confidential Information.
5. Product Pricing
- The Seller shall be entitled to price its products at its sole discretion, subject that the price on the Site is compliant with all applicable laws and regulations.
- The Seller must list or upload the price of its product in Nigerian NAIRA (₦) as the base currency.
- The Seller shall list a product at a price that is consistent or better than the product’s listed price on other distribution channels (online and offline), with the exception of temporary sales exceeding no more than fourteen (14) days.
- The Seller shall be responsible for setting and updating the product price, shipping charges and sales tax. Iludio is not responsible for any miscalculation of shipping charges and sales tax.
- The Seller shall pay Iludio for all services rendered including provision of an online storefront and selling the Seller’s product under this agreement and according to the Fee Structure, which will be communicated to the Seller in writing or detailed elsewhere on the Site.
- Iludio is entitled to vary the fees and make changes to the Fee Structure at anytime, and will notify Seller of any changes, in writing or via email and made available on the Site. Fees shall take effect no later than seven (7) days upon notification to the Seller.
- All Fees shall be automatically deducted from the purchase price upon receipt of payment from the buyer/customer. All Fees shall be exclusive of any shipping costs, delivery charges, applicable value added tax, and/or any applicable taxes or charges of whatever nature or reason.
- Iludio will remit payment to Seller for sales generated on the Site minus the agreed commission fee.
- The Seller’s payment shall be issued after the return period has passed and within five (5) days.
7. Insurance and Taxes
- The Seller is liable for insurance and warranties for product(s) sent to customer.
- The Seller is liable to remit the Seller’s taxes. Iludio is not responsible for paying or remitting any taxes including VAT (Value Added Taxes) on behalf of the Seller.
- The Seller will not withhold or pay any income tax, payroll tax or other taxes on behalf of Iludio. Iludio shall be fully responsible for paying its own income taxes on all earned compensation under this Agreement.
8. Intellectual Property Rights
- Iludio is committed to providing and delivering high quality products and services. Iludio respects all copyrights of others and will immediately take down any copyrighted materials. We hold our sellers to the same high standards and may suspend or terminate, without warning, a Seller who infringes the copyright or trademark of another party. Any current or future payments for the Seller may be withheld or forfeited.
- The Seller acknowledges and agrees unless otherwise expressively agreed to the contrary, that all Intellectual Property Rights created with respect to using the Site and its Services shall be owned by Iludio.
- Nothing in this Agreement will serve to transfer from Iludio to the Seller any of the copyrights or Intellectual Property Rights owned by Iludio and/or its licensors and all right, title and interest thereof shall remain exclusively with Iludio and/or Iludio’s licensors.
- The Seller grants to Iludio the right to use, reproduce, display, transmit and distribute the Seller’s name, images, logo, graphics, text and other provided content for promotional, advertising, marketing, sale or distribution purposes, including but not limited to the Site.
- The Seller shall promptly notify Iludio of any claim or demand which is made, brought or threatened against the Seller in respect of the infringement or alleged infringement of any Intellectual Property Right by reason of the use of the Services and the Site by the Seller. The Seller agrees to grant Iludio exclusive control of any litigation and negotiations arising from such a claim, and to give Iludio such assistance as it may reasonably request.
- If a claim or demand for infringement or alleged infringement of any Intellectual Property Right is made in respect of the Website and/or use of the Services or, in the reasonable opinion of Iludio, is likely to be made, Iludio shall be entitled, at its own expense and option, either to:
- modify or replace the infringing items of the Site and Services (without detracting in any way from their performance or functionality) so that the same cease to be infringing; or
- procure the right for the Seller to continue using the Site and the Services as contemplated by this Agreement.
- Iludio shall have no liability for, and the Sellers shall indemnify Iludio against any claim that the Content, the Site and/or the Services infringes any Intellectual Property Rights, where the cause of the infringement is:
- any materials or instructions including without limitation, the Content provided to Iludio by or on behalf of the Seller; or
- modification, enhancement or alteration of the Content by or on behalf of the Seller; or
- due to the use of the Content, the Site and the Services in breach of the provisions of this Agreement.
- All third party Intellectual Property Rights required by the Seller to enable it to use the Site and the Services shall be procured by the Seller. Iludio shall not be liable for any delay or failure of the Seller to procure such third party Intellectual Property Rights.
9. Force Majeure
Iludio and the Seller agree that neither party may be liable to the other for any delay or failure to perform any obligation if such delay or failure is caused by an event including war, riot, fire, flood, explosion, system downtime and server failure that is beyond the party’s control or the failure of the other party to comply with its obligations under the Agreement or applicable law.
The Seller agrees to indemnify, defend and hold harmless Iludio, its officers, directors, employees, agents and third parties, for any claims that may be brought against Seller, for whatever nature or reason including breach of law, regulation and/or any of the obligations and warranties.
11. Term & Termination
- This Agreement shall be effective as soon as a merchant signs the contract/agreement, or registers on the Site to become a Seller, or fulfills an order referred by Iludio, and remains valid indefinitely, until termination by either party.
- The Seller must provide at least a 60 day notice in writing, by email or post, if the Seller decides to terminate this Agreement. Iludio and the Seller will together reconcile and issue any payments due and owed on both sides. Iludio will cease sale of the Seller’s items and remove the Seller’s storefront on an agreed upon date.
- Either Party shall have the right to terminate this Agreement for any cause or reason without notice in the event of a breach of obligation under this Agreement by the other Party and such failure is not rectified within 30 days of receipt of written notice from the non-breaching party.
- Iludio may terminate this Agreement if it becomes impossible or impractical for Iludio to perform its obligations under this Agreement by reason of changes in federal or state laws which this Agreement cannot reasonably be modified to accommodate.
- On termination of this Agreement for any reason:
- All licenses granted to in accordance with this Agreement shall cease forthwith;
- The Seller’s right to use the Services for Sellers on the Site shall cease forthwith and the Seller shall procure the removal of all Content, Listings and any other information with respect to the Seller and/or its Products from the Site;
- Iludio shall be entitled to be paid all sums due (not paid) under this Agreement; and
- The termination shall not affect the rights of either party accruing or accrued prior to the termination of this Agreement.
- On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination.
- On termination of this Agreement without cause, Iludio will provide the Administration dashboard, portal or interface for 30 days during which time the Seller shall arrange for an alternative provision of services to Clients.
- On termination of this Agreement by Iludio with cause, or upon Seller’s non-payment of amounts owed to Iludio under this Agreement, Iludio shall have the right to immediately remove the Seller from the Site.
12. Exclusion of Warranties and Limitation of Liability
- All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral with respect to the Site are hereby expressly excluded to the fullest extent permissible by law.
- Subject to clause 12.1, the Seller warrants to Iludio that:
- the Seller is an independent vendor or merchant;
- the Seller has the authority and capacity to enter into and be bound by the terms of this Agreement;
- the information provided to Iludio are true, accurate and correct and that it shall promptly notify Iludio in the event of any changes to such information;
- the Product, the Content and the Seller’s right to sell or make the Product available on the Site using the services do not infringe any third party Intellectual Property Rights, proprietary rights or rights of publicity or privacy;
- the Product, the Content, the Seller’s right to sell or make the Product available for purchase and the Seller’s use of the Site and the services do not violate any applicable law, legislation, statute, ordinance and/or regulations;
- the Content is not and may not be deemed defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- the Product and the Content are not and do not contain elements which are or may be deemed to be obscene or pornographic and do not contain child pornography;
- the Seller agrees to allow Iludio to upload pictures and descriptions of photos of the Product for sale for the Seller; and
- the Content do not contain any viruses, Trojans, worms, time bombs, cancel bots or other programmes that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
- The maximum aggregate liability of Iludio (including its respective agents and sub-contractors) under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid by the Seller under this Agreement.
- In no event shall Iludio (including its respective agents and sub-contractors) be liable for
- any loss of profits, loss of data, loss of expectations, loss of anticipated savings, loss of business prospects, loss of business interruption, loss of use, loss of contracts, loss of goodwill and reputation (whether direct or indirect), loss of management time; or
- any indirect or consequential losses of any nature whatsoever; or
- any losses, claims, demands and damages (whether direct or consequential) of any kind and nature, known and unknown, arising out of or in connection with dispute(s) between the Seller and the Users/Customers; or
- any inability and/or failure by the Seller to use the Services and the Site due to the failure of or any integration or interoperability issues arising with any third party or the Seller’s operating systems or legacy systems, whether or not caused by or resulting from Iludio’s negligence or a breach of its statutory duties or a breach of its obligations howsoever caused even if the Seller is advised of the possibility of such loss.
- In no event shall the Seller hold Iludio liable to death and personal injury.
13. Data Protection
The Seller hereby warrants and agrees to comply with its obligations at all times under the applicable data protection legislation during the term. The Seller shall fully indemnify Iludio against all actions, claims and expenses (including legal costs) whatsoever which arises out of any breach of this provision.
- The Seller and Iludio 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 both parties. 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.
- The Seller acknowledges and agrees that in entering into this Agreement, it has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Site, the Internet or in negotiation between the parties except as expressly set out in this Agreement.
- If Iludio fails to insist upon strict performance of its obligations under this Agreement at any time or fails to exercise any of the rights or remedies to which it is entitled to under this Agreement, this will not constitute a waiver of any such rights or remedies and shall not relieve the Seller from compliance with such obligations.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria without regard to principles of conflicts of law. The adjudication of any rights, claims or disputes arising out of or in connection with this Agreement shall be exclusively in the courts of Abuja. The parties explicitly waive the right to a jury trial in connection with any dispute arising out of this Agreement, or between the parties for any reason.
16. Changes To Terms
Iludio reserves the right, in sole discretion, to change, alter or modify the Agreement without notice or justification, by updating the content on the Site. The changed Agreement are considered agreed by the Seller if he/she does not object to them in writing within two (2) weeks of receiving notice of the changes. The most current version of the Agreement will supersede all previous versions and take immediate effect. We encourage you to periodically review the terms to stay informed of our updates as any changes will be binding on you. You may not change, alter or amend the Agreement in any manner. Any terms and conditions of the seller are not part of this agreement unless Iludio expressly agrees to adhere to them in writing.