Merchant Service Agreement

Introduction

As a demonstration of our commitment to entrepreneurs, Elitescash Online Shopping Limited (“Elitescash”, “us”), Largest Online Mall opened up its online platform to 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 the world. Businesses that sign up to Elitescash’s Mall will have a free microsite provided for them, and Elitescash will provide additional value­added services including but not limited to marketing, customer service and logistics partnerships to cater for customers in all countries. Elitescash will also provide dedicated account managers to all merchants to enable them increase their turnover quickly. Merchants can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers all over. We also provide convenient payment terms for the proceeds of merchants’ sales. Elitescash 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 Konga Mall Service Agreement below. We reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the Elitescash website.

Agreement

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

  1. Services Rendered

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

  2. Delivery of Services

    Elitescash 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 elitescash.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)

    - E­marketing, and other marketing services as available and appropriate.


    Elitescash 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.

    Elitescash 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 Elitescash with genuine products, up­to­date product quantity information and accurate product information.

  3. Compensation

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

    Every Merchant shall have an opening/ minimum balance in his/her Elitescash Wallet upon registration with Elitescash. Elitescash shall have the right to deduct commissions for all “Self-fulfilled Orders” directly from the Merchant’s Elitescash Wallet or from his/her designated Bank Account in the event his/her wallet is empty.

     Elitescashwill 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 Elitescash’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. Elitescash 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 Elitescash 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 Elitescash. Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Elitescash’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

     Elitescashshall be deemed as an independent contractor. Elitescash 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 Elitescash’s behalf. Elitescash is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller. Elitescash 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. Elitescash reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Elitescash website.

  7. Indemnification

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

    Seller shall indemnify and hold Elitescash 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:

    • Pick up fresh returned orders from the Elitescash Pick Up Centres within 7 days of notification of such return via sms or e-mail, failing which, the order will be sent back to Elitescash’s Warehouse and another notification to the merchant to request for the delivery of same at KOS rates.
    • If the item remains unrequested for a while at the Elitescash Warehouse, Elitescash shall send a notification of the daily cost of demurrage to the merchant at N200.00.
    • If the merchant fails to respond after 10 days, Elitescash shall notify merchant by sending reminder emails or smss every day, for an extra 4 days.
    • In the event that the goods are not picked up from the Pick Up Centres after 7 days and still remain un-requested for after 14 days elapses, such Merchant goods shall be destroyed by Elitescash.
    • Merchant hereby indemnifies Elitescash against any such claims and holds Elitescash non-liable for the disposal of such returned goods referred to in the clauses above.

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

    • any breach or default on the part of the merchant of any obligations
    • negligent act or omission of merchant; or
    • wilful violation of the law, wrong description and price of products advertised; or
    • an offence committed by merchant,
    • provision of fake, inferior or substandard products that have been sold as genuine;
    • provision of used, refurbished or damaged products that has been sold as new or unused;
    • Listing and selling products that have not been authorized for sale by the appropriate regulatory body 
    • 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 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.

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

    - Fails to make a product that has been sold on Elitescash 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

    - 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 law, or engages in any activity that could be considered as fraudulent or misleading;

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


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

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

     Elitescashis committed to delivering stellar services to its customers at all times, and we strive to ensure that all products sold via the Elitescash Mall and shipped to our buyers are held to the same high quality standards. Elitescash Mall has zero tolerance for counterfeit products, therefore any store that sells unoriginal, fake/replica, refurbished or unauthorized items on Elitescash will be automatically suspended and the authenticity of the products will be investigated. If the merchant is then proven to sell these items, the store will be permanently prohibited from selling on Elitescash Mall. This policy excludes official replica items produced and sold by authorized brands and organizations.

  11. Insurance

    Sellers shall be responsible for insurance in relation to goods shipped to customers.

  12. Copyright and Infringement Trademark

     Elitescashrespects all copyright and trademarks of others. As a Seller on our website you must in turn respect these rights. Elitescash 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; Elitescash 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 Elitescash and its subcontractors or expose them to undue risk or otherwise engage in activities that Elitescash, in its sole discretion, determines to be harmful to Elitescash'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.

     Elitescashis compliant with all the Money Laundering Regulations and all Money Laundering activities are prohibited.

  15. Force Majeure

    The Parties agree that they 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 and Dispute Resolution

    This Agreement shall be governed by and construed in accordance with the laws in force from time to time and any disputes arising out of or in connection with this Agreement, shall be settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;

    Where the Parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a Party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Multi Door Court House (LMDC), under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.