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GENERAL TERMS AND CONDITIONS

1. Scope

These General Terms and Conditions (hereinafter “Terms”) apply to the Vendor Agreement be-tween Ebrima I-Mart LIMITED (hereinafter “AfricaSokoni”) and a marketplace SELLER (hereinafter the “Vendor”) (AfricaSokoni and Vendor hereinafter individually a “Party” and collectively “Parties”, as the context may require) for the activities provided by AfricaSokoni to the Seller of listing and selling products (hereinafter “Goods”) on and through any of the following websites www.africasokoni.co.ke,www.africasokoni.com or any other internet domain property of AfricaSokoni (hereinafter the “Platform”), collecting, reconciling and executing all Transactions involving the Vendor through the Platform as a payment processing agent for the Vendor, and other related content production, sales traffic activities and/or Order fulfilment activities or such other activities provided by AfricaSokoni to the Seller (hereinafter “Activities”), as agreed in writing between AfricaSokoni and the Vendor.

1.2 The Vendor Agreement include the Digital Goods Schedule, the Groceries Schedule and such other schedules that may be incorporated by publication or notification in writing by AfricaSokoni# from time to time (collectively, “Schedules”). In the event of any inconsistency between any provision in these Terms and any provision in any of the schedules in relation to the subject matter of the schedule, the schedule shall prevail.

1.3 The Vendor cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Vendor Agreement, without the prior written consent of AfricaSokoni. AfricaSokoni may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Vendor Agreement and shall have the right to use any service providers, subcontractors and/or agents on such terms as AfricaSokoni deems appropriate.

1.4 The Seller will provide to AfricaSokoni teleASone and email contact information for a designated contact or contacts available during business hours whom AfricaSokoni can contact regarding any of the responsibilities arising from the Vendor Agreement (including, but not limited to, Content Material, sales traffic activities, stock level updating, Price updating, and Order fulfilment).

1.5 These Terms shall constitute the entire agreement between the Parties relating to the subject mat-ter hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matter hereof.

1.6 AfricaSokoni may, in its sole discretion, change any of the terms and conditions contained in these Terms, or any fees, procedures and policies governing the subject matter of the Vendor Agreement (which are incorporated by reference in the Vendor Agreement), including any Schedules, Commission rates and Default Fees, from time to time. These changes will take effect seven (7) days from their publication on the AfricaSokoni University and/or Seller Centre, unless the Seller notifies AfricaSokoni within this period that it wishes to discontinue its use of the Platform and the Activities. Vendor acknowledges and agrees that such changed or introduced procedures and policies will bind Vendor upon their publication, and Vendor will implement such changes or introductions required to ensure that it complies with the procedures and policies

PART A. PROVISIONS APPLICABLE TO THE LISTING OF GOODS ON THE PLAT-FORM

2. Information about the Goods, Content Material

2.1 The Vendor will provide content comprising accurate and complete product information, text, images and any other information related to the Goods for each type of Goods that the Vendor makes available to be listed for sale through the Platform or to be the subject of sales traffic activities provided by AfricaSokoni (“Content Material”) in the format required by AfricaSokoni. The Vendor will promptly update the Content Material as necessary to ensure it at all times remains accurate and complete. Vendor agrees that it may from time to time request AfricaSokoni to assist in generating the Content Material by providing input or references in relation to the courses of the product information and text images, provided that this is an electronic Agreement and does not require manual signature. AfricaSokoni is not obliged to verify the accuracy, completeness and legality of the Content Material published on the Platform upon the Vendor’s request.

2.2 The Vendor will ensure that the Content Material and, the offer and subsequent sale of any of the Goods, comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications, drawings, samples and performance criteria) and do not contain any sexually explicit (except to the extent expressly permitted in written form by AfricaSokoni and allowed under applicable laws), defamatory or obscene materials.

2.3 The Vendor will provide the text of the Content Material and the image of the Goods to Africa-Sokoni in accordance with AfricaSokoni’s standard policy including:

  • Seller Stock Keeping Unit (SKU) code number;
  • Brand name, product name, model, and package content;
  • Dimensions (height, length and width) expressed in centimetres and weight expressed in kilograms;
  • Expiry date (if applicable);
  • Normal selling price; and
  • Warranty details including geographical coverage.

2.4 Unless specifically permitted by AfricaSokoni, the Vendor is prohibited from selling any of the following Goods on the Platform (except to the extent permitted by the applicable laws of the country or countries, where the Good is listed for sale), including:

  1. Goods that are required to be certified by or registered with a government authority under applicable laws or to obtain a distribution permit and/or other special permit from a government authority under applicable laws;
  2. Goods related to safety, security, public health and environment which are required to have national standardisation;
  3. Any medicine including traditional medicine, cosmetics, food supplements, food and beverages, telecommunication equipment and apparatus, medical equipment, medical supplies;
  4. Goods that are required to have local language (other than English) on its label, product manual, warranty statement, and/or other parts of the product or its packaging materials, and e. other prohibited Goods including: weapons (including firearms, air rifle and similar and related goods), prohibited drugs, black market and imitated goods, pirated goods or copies of original goods, counterfeits, goods containing vulgar and pornographic content, multi-level marketing, money games, alcohol and other intoxicants, protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.), hazardous explosives and other products that violate applicable laws. Particularly for consumable Goods or Goods having expiration date, the Seller must ensure that it provides Goods to the customer of the Goods (“Customer”) with a reasonable period allowing the Customer to use such Goods before its expiration date according to applicable laws.

2.5 The Vendor shall, at AfricaSokoni’s request, provide AfricaSokoni with any documentation and information supporting the Vendor’s right to sell the applicable Goods on or through the Platform, including but not limited to the Vendor’s right, license and/or permit to sell such Goods, any documentation or agreement giving the Vendor the right to distribute any particular item or brand of certain Goods, and if needed, the notarized copy, invoice or other proof thereof at Vendor’s cost. In the event of the Seller’s improper use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under applicable laws as set forth in Article

2.4 Above, AfricaSokoni may at its sole discretion take any or all of the following actions:

  1. Vendor’s account on AfricaSokoni will be deactivated permanently with immediate effect, and will be withheld by AfricaSokoni, including all its outstanding payables;
  2. suspend such Goods from being sold on the Platform with immediate effect;
  3. Customers will be informed by AfricaSokoni of such event, and will be entitled to return the fake/counterfeit/non-conforming Goods and to get full refund;
  4. all accounts payable to the Vendor as per AfricaSokoni’s accounting including Seller Centre account will be applied by AfricaSokoni towards amounts to be refunded to entitled Customers and/or to purchase substitute Goods to compensate the Customers;
  5. Vendor may be required to complete additional training programs provided by AfricaSokoni or a third party designated by AfricaSokoni;
  6. OVL (as defined under Article 13.5);
  7. relevant local government authorities will be informed of the infringement or any illegality; and/or
  8. AfricaSokoni may terminate this Seller Agreement.

2.6 In case of sale of refurbished Goods, imported Goods, white label Goods, or non-OEM Goods, Seller must comply and strictly follow AfricaSokoni’s specific content requirements and the specific guidelines defined for such Goods on the content production manuals.

2.7 AfricaSokoni shall have the right to immediately suspend the listing and sale of Goods on the Platform if, at its sole discretion, it determines that any part of the Content Material is incorrect, incomplete or not in compliance with applicable laws.

2.8 The Vendor shall indemnify and hold AfricaSokoni, its subsidiaries and affiliates 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 claim, demand or action resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided by the Vendor.

2.9 The Vendor hereby undertakes and represents that it has obtained all necessary licences, permits or approvals required for the listing and sale of the Goods on and through the Platform, for any country or countries, where the Goods are listed for sale, prior to the listing of Goods on the Platform.

2.10 The Vendor may not in its own capacity or request AfricaSokoni to provide any Content Material, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless the Vendor has the right to publish the Content Material and has the right and license to sell such Goods under applicable laws.

2.11 Content Material must be provided in the language requested by AfricaSokoni and, to the extent required by applicable law, in English and/or in the language of the country or countries in which the Goods are available to be listed for sale through the Platform. AfricaSokoni may from time to time arrange for the translation of the Content Material into local language of the country or countries in which Goods are available to be listed for sale through the Platform. AfricaSokoni is not required to verify the accuracy of the translation process and in no event shall AfricaSokoni be made liable for any errors or omissions arising from translating the Content Material into the relevant local languages.

2.12 The Vendor may in its own capacity or request AfricaSokoni to add text, disclaimers, warnings, notices, labels or other Content Material required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods.

2.13 The Vendor grants AfricaSokoni a royalty-free, non-exclusive, worldwide, perpetual, irrevoca-ble right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Material provided by the Vendor, and to sublicense the foregoing rights to the affiliates and operators of AfricaSokoni including right to use and reproduce the Content Material for similar products; provided, however, that AfricaSokoni will not alter any of the trademarks from the form provided by the Vendor (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the removal requests of the Vendor as to specific uses of such trademarks made available by the Vendor pursuant to these Terms; provided further, however, that nothing in these Terms will prevent AfricaSokoni from using the Content Materials without the consent of the Vendor to the extent that such use is per-missible without a license from the Vendor or the affiliates of the Vendor under applicable laws.

2.14 AfricaSokoni may use mechanisms that rate, or allow Customers to rate or review, the Goods of the Seller and/or the performance of the Vendor as a seller and AfricaSokoni may make these ratings and reviews publicly available. AfricaSokoni shall not be responsible for the reviews and ratings generated by the mechanisms or Customers, in respect of any Goods and/or the performance of the Seller.

2.15 Notwithstanding any provision of these Terms, AfricaSokoni will have the right, in its sole dis-cretion, to determine the functionality of the Platform including Content Material, structure, appearance, design, and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales traffic activities, (including the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the Platform and any element, aspect, portion or feature thereof (including any product listings), from time to time).

2.16 AfricaSokoni may, with prior written notice given to the Vendor, inspect the Vendor’s Goods and any storage, facility and/or warehouse in which the Goods are stored or located to ensure the Vendor’s compliance with these Terms and applicable laws.

3 Sales traffic activities

3.1 AfricaSokoni may provide to the Vendor dedicated sales traffic activities (hereinafter “Sales Traffic Activities”).

3.2 AfricaSokoni shall have the right, in its sole discretion, to decide the scheduling and the relevant share for each one of the specific Sales Traffic Activities, unless otherwise agreed in written form by the Parties.

3.3 The Vendor will not, directly or indirectly, engage in any fraudulent, impermissible, inappro-priate or unlawful activities in connection with the Vendor's participation in or use of the Sales Traffic Activities, including:

  1. generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise;
  2. other than through reporting offered by AfricaSokoni under the Sales Traffic Activities, collecting any user information, indexing or caching any portion from the Platform, whether through the use of automated applications or otherwise;
  3. targeting communications of any kind on the basis of the intended recipient being a user of the Platform;
  4. interfering with the proper working of the Platform, the Activities or AfricaSokoni's systems;
  5. transmitting any viruses, Trojan horses or other harmful code; or
  6. attempting to bypass any mechanism AfricaSokoni uses to detect or prevent such activities

3.4 Unless otherwise prohibited under applicable laws, Sales Traffic Activities shall be considered, in accordance to these Terms, as a part of the Activities provided by AfricaSokoni to the Seller.

3.5 Parties agree that any other sales traffic activities not governed under these Terms shall be subject to separate terms and conditions to be mutually agreed between the Parties.

4 Stock level updating and Listing Price updating

4.1 The Vendor will provide, in the format and at such times as AfricaSokoni may require, accurate, updated and complete information about the availability status, stock level and listing of each Good that the Seller makes available to be listed for sale through the Platform, for any country or countries, where the Good is listed for sale (“Listing Price”).

4.2 Notwithstanding with any other provision in these Terms, the Vendor will use its best endeavours to provide, in the format and at such times as AfricaSokoni may require, the most competitive Listing Price for each Good that the Vendor makes available to be listed for sale through the Platform, compared to the price of the same Good listed for sale on other, if any, electronic Platforms and/or retail stores. To the fullest extent permitted by law, Vendor shall ensure that the Listing Price for each Good that the Vendor makes available for sale through the Platform is no higher than the price offered by the Vendor to any customer not through the Platform purchasing same or similar Good in equal to or less quantity and under same or similar terms and conditions. In any such event, the Vendor shall, and AfricaSokoni may require the Vendor to, lower the Listing Price and match the Listing Price to such lower selling price. In case the Seller fails to match the Listing Price to such lower selling price, AfricaSokoni may, at its sole discretion, take any or both of the following actions:

  1. any promotion or pricing benefits available to the Vendor will be cancelled or sus-pended with immediate effect; and/or
  2. Vendor’s Goods will be suspended from being sold on the Platform with immediate effect.

4.3 To the fullest extent permitted by law, the Vendor’s Listing Price posted on the Platform shall always conform to AfricaSokoni’s pricing policies in effect. In the event the Vendor breaches any of such pricing policies, AfricaSokoni may at its sole discretion take any or all of the following actions:

  1. Vendor’s Goods will be suspended from being sold on the Platform with immediate effect;
  2. Seller’s account on AfricaSokoni will be deactivated permanently with immediate effect;
  3. Seller’s account will be withheld by AfricaSokoni, including all its outstanding payables; d. OVL (as defined under Article 13.5); and/or
  4. Seller will be required to pay a penalty fee, the amount of which shall be determined by AfricaSokoni.

4.4 Vendor shall be fully responsible for any error or mistake in the Listing Price posted on the Plat-form. An Order placed based on the Listing Price posted by the Vendor is binding to the Vendor and the Vendor shall sell the applicable Good at such Listing Price to the Customer. In case the Vendor fails to comply with this Article, the Vendor shall, upon AfricaSokoni’s request:

  1. fulfil all Orders made on the Platform at the Listing Price;
  2. Vendor’s account on AfricaSokoni will be deactivated permanently and with immediate effect; and/or
  3. pay a penalty fee, the amount of which shall be determined by AfricaSokoni.

5 Suspension of Listing of Goods on the Platform

5.1 Notwithstanding any provision in these Terms, AfricaSokoni will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Vendor not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be subject to Sales Traffic Activities, if any, provided by AfricaSokoni.

5.2 The Vendor shall not open multiple shops on the Platform, or list duplicate Stock Keeping Units. In the event of a breach by the Vendor of this provision, AfricaSokoni may, at its sole discretion, suspend the Vendor’s listing of Goods on the Platform, or deactivate the Vendor’s account(s).

PART B. PROVISIONS APPLICABLE TO THE SALES OF GOODS ON THE PLATFORM

6 Access to IT tools

6.1 Any password provided by AfricaSokoni to the Vendor may be used only during the period the Vendor is permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders (as defined in Article 7.1 below) and review the all completed transactions in the Vendor’s account (“Transactions”).

6.2 The Vendor is solely responsible for maintaining the security of its password. The Vendor may not disclose its password to any third party (other than third parties authorized by AfricaSokoni to use its account in accordance with these Terms) and is solely responsible for any use of or action taken by those using its password. If the Vendor is of the view that the password is compromised, the Vendor must immediately change it.

6.3 The Vendor may manage its information, listings and Orders on Seller Centre (and the various country specific domains).

7 Customer information and Customer Service

7.1 AfricaSokoni will own all the account information about Customers of Goods through the Plat-form (hereinafter “Customer Information”), the information about the sale of Goods to Customers through the Platform (hereinafter “Order”) and information related to the Orders including payments, Activity Fees (as defined in Article 12.1 below), disbursements, refunds, penalties and adjustments, and AfricaSokoni will not be liable to pay any royalties or fees to the Vendor in connection with the use of any such Customer account information.

7.2 The Seller will not confirm Orders, deliveries or give any further information about the fulfilment of the Orders to the Customer, including by mail, email, fax or any other means of communication other than via AfricaSokoni.

7.3 AfricaSokoni will be responsible for and have sole discretion to deal with Customers relating to Orders.

7.4 AfricaSokoni will have the right to determine at its sole discretion, according to AfricaSokoni’s policy, whether a Customer will receive a refund, adjustment or replacement and to require the Vendor to reimburse AfricaSokoni if AfricaSokoni determines that the Vendor shall refund, adjust or replace the applicable Good in accordance with these Terms.

7.5 Vendor shall utilise Customer Information disclosed by AfricaSokoni to Vendor or to which Vendor has otherwise collected or obtained access to pursuant to or in connection with the Vendor Agreement, solely for purposes of performing the Vendor’s obligations under the Vendor Agreement, and shall not sell, assign, license, publish, lease or otherwise commercially exploit any Customer Information or utilize Customer Information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Customer Information. All Customer Information shall not be disclosed to any third party without the prior written consent of AfricaSokoni, and shall be disclosed within Vendor’s organisation only on a need-to-know, confidential basis. Vendor acknowledges and agrees that any failure by it to comply with this Article 7.5 shall constitute a material breach of the Vendor Agreement.

8 Order verification

8.1 AfricaSokoni may in its sole discretion withhold for investigation and/or refuse to process any Order. AfricaSokoni may use the support of one or more third-party processors or financial institutions or such other service providers in connection with the Platform.

8.2 The prices indicated in the Order shall not be subject to any variations and, unless otherwise agreed in writing, shall include fulfilment costs (e.g., packaging or storing) according to the model to fulfil the Orders of the Goods, as agreed between the Vendor and AfricaSokoni, as well as charges, Activity Fees and risks, if any, related to the fulfilment, Activities and payment method of the Order. AfricaSokoni shall have the right to reject any particular form of Order or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by the Vendor.

8.3 AfricaSokoni (directly or indirectly through a third party at its sole discretion) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Customer’s credit card information) occurring in connection with the transactions, except with respect to Transactions that the Vendor does not fulfil in accordance with the Order information. The Vendor will bear all other risk of fraud or loss. The Vendor will promptly inform AfricaSokoni of any changes to the nature or specifications of the Goods, or any pattern of fraudulent or other improper activity with respect to any of the Goods that may result in a higher incidence of fraud or other impropriety associated with Transactions involving the Goods.

9 Order fulfilment

9.1 Unless specifically permitted and/or directed by AfricaSokoni, the Parties agree that the order fulfilment model for all Goods shall be “AfricaSokoni Shipping”, which shall be governed by and subject to the Logistics Services Agreement executed by the Vendor and the appointed logistics provider. If specifically permitted and/or directed by AfricaSokoni, the Vendor may be permitted to use the order fulfilment model of “Fulfilment by the Seller”, also known as drop-shipping by the Vendor.

9.2 The Vendor shall be responsible for fulfilling all Orders for Goods in the quantity sold through the Platform and/or as communicated by AfricaSokoni. All Orders will be final and may not be cancelled or revoked by the Vendor except as otherwise provided for in these Terms.

9.3 AfricaSokoni will provide to the Vendor information in relation to each Order for Goods made through the Platform, and support with the coordination of post sales activities including answering customer enquiries and processing returns.

9.4 The Vendor undertakes that it will fully comply with all applicable laws relating to the sale of the Goods though the Platform under the agreement between the Vendor and the Customer concerning the supply of the Goods, which is the scope of the Order (“Customer Agreement”) (including, but not limited to consumer protection regulations and all local regulations regarding importation of goods and/or services of applicable country, and all local regulations relating to the shipment of prohibited items in all applicable countries). In the event that the Vendor violates this Article, the Vendor shall indemnify and hold AfricaSokoni harmless for any damages, costs or and/or expenses arising out of such violation, and AfricaSokoni may, at its sole discretion, take any or all of the following actions:

  1. Vendor’s Goods will be suspended from being sold on the Platform with immediate effect;
  2. Vendor’s account will be withheld by AfricaSokoni, including all its outstanding payables; and/or d. Vendor will be required to pay a penalty fee, the amount of which shall be determined by AfricaSokoni.

9.5 The Vendor agrees to stop and/or cancel any Orders if AfricaSokoni so directs, according to AfricaSokoni’s policy. If the Customer has already been charged for such Orders, AfricaSokoni will execute refunds (and any adjustments) and credit the applicable Customer account. The Vendor will reimburse AfricaSokoni for all amounts so credited and costs associated with the refund.

9.6 If required by law, the Vendor shall be responsible to take out appropriate insurance covering the events mentioned above, as well as any other obligation under the Vendor Agreement. Where required by law, the Vendor shall be responsible for providing a warranty for Goods.

9.7 The Vendor shall, in any case, wrap and pack the original packaging of the Goods, when preparing the Goods for the shipment. In any case, the packaging shall guarantee the integrity of the Goods as well as of the related original packaging. AfricaSokoni will not be responsible for the intact preservation of the Goods’ original boxes. It is the Vendor’s responsibility to properly package each box and the packaging materials used might include bubble wrap and/or paper coverage. Vendor is required to use additional packaging material for bulky products including refrigerator, washing machine, dishwasher, television, air conditioner and home theatres.

9.8 If the Vendor fails to ship any Order within the stipulated cut-off times in AfricaSokoni’s delivery or fulfilment policy, AfricaSokoni may, at its sole discretion, cancel any Order and impose Default Fees on the Vendor in accordance with Article 14 below.

9.9 Where the fulfilment model is “Fulfilment by the Seller”, the Seller will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, packaging and providing warranty for all Goods, as well as delivering the Orders to the recipient and the shipping address specified in the Order in accordance with applicable laws at all times. The Vendor shall be responsible for any non-conformity or defect in, damage to, or theft of or claims regarding the sourcing, storing, selling, packaging, order processing or failed order processing of the Goods, or other issue arising in connection with the fulfilment of the Order, except to the extent caused by: a. credit card fraud for which AfricaSokoni is responsible; or b. failure of AfricaSokoni to make available to the Vendor information about the Order.

9.10 Where the fulfilment model is “Fulfilment by the Vendor”, the Vendor will be responsible in accordance with AfricaSokoni’s returns and cancellation policy, for all costs incurred to ship the Goods as well as the cost of any failed delivery (meaning any Customer Agreement which cannot be successfully fulfilled because

  1. the delivery address reported on the Order is not correct;
  2. mistakes, errors or inaccurate information including tracking number, shipment information provided to AfricaSokoni’s and/or to third-party carrier,
  3. the Customer is not reachable after various attempts; or d) the Customer refuses and cancels the Order when the Good is delivered to the address specified on the Order) or return of Goods, including cost of freight and transit insurance. The Seller shall also be responsible, at its own cost, for payment of all customs, duties, taxes and any other charges related to the shipping and custom clearance of Goods including instances in which the relevant authority imposes a different valuation method for assessing the value of the Goods than according to the price of the Goods in the Order.

9.11 AfricaSokoni shall have the right, in its sole discretion, and subject to applicable laws, to restrict the destinations to which the Vendor may ship Goods sold on or through the Platform.

9.12 AfricaSokoni shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If AfricaSokoni is listed as the importer, exporter, consignor or consignee in any export or import documentation, AfricaSokoni shall have the right to refuse to accept the Goods and/or cancel the Order covered by such documents and any costs assessed against or incurred by AfricaSokoni will be deducted from amounts payable to the Vendor, or by other method at AfricaSokoni’s election. Moreover, if AfricaSokoni decides, in its sole discretion, to support the Vendor with the completion of the import procedures of the carrier, or any activities arising from such procedures, AfricaSokoni shall have the right to deduct from amounts payable to the Vendor, or by other method at AfricaSokoni’s election, any costs or fees or penalties assessed against or incurred by AfricaSokoni.

9.13 The Customer Agreement shall be fulfilled upon receipt by AfricaSokoni of a receipt signed by the Customer by way of acceptance, or any other way, as may be determined by AfricaSokoni, in its sole discretion. AfricaSokoni shall not be a party to the Customer Agreement, and shall not be liable to any party in relation thereto.

9.14 The title to the Goods shall remain with the Vendor until the Goods have cleared all export pro-cedures and customs clearance at the port of export. Notwithstanding that the title to the Goods shall pass to the Customer upon the clearance of all export procedures and customs clearance at the port of export, the risk of the Goods shall remain with the Vendor at all times until the fulfilment of the Customer Agreement. The Customer Agreement shall be deemed to be entered into and perfected at the Vendor’s principal place of business.

10 Returns and Failed Deliveries

10.1 The Vendor will accept failed deliveries and returns if AfricaSokoni so directs, as well as returns according to AfricaSokoni’s policy. Details of the returns and failed delivery policy and process (including any changes thereto) shall be published or notified in writing by AfricaSokoni on Seller Centre or AfricaSokoni University.

10.2 If the Customer has already been charged for the return or failed delivery, AfricaSokoni will execute refunds to the Customer. AfricaSokoni will route all refunds (and any adjustments) and credit the applicable Customer account. The Vendor will reimburse AfricaSokoni for all amounts so credited. AfricaSokoni shall have the right to modify or discontinue the mechanism for processing returns and adjustments at any time.

10.3 AfricaSokoni may at its sole discretion coordinate the quality inspection of the returned Goods. If AfricaSokoni or any third party of its choice, determines during the quality inspection that the returned Good is faulty or damaged, that the Good cannot be offered to other Customers because of this fault or damage and that this fault or damage has been caused by the Customer, the Vendor will not be liable to accept the returned Good.

a. Vendor may request for reimbursement of the full value of Goods where the returned Goods received by the Vendor fall outside of AfricaSokoni’s return policy. The request shall be made and dealt with in the following manner:

  1. if the returned Goods have been collected or received by the Vendor and the re-turned Goods fall outside of AfricaSokoni’s return policy, the Vendor has to submit a written request with supporting documentation within seven (7) days of the receipt or collection of the returned Goods. AfricaSokoni shall have the sole discretion to determine the outcome of the claim raised by the Vendor and AfricaSokoni’s decision shall be deemed final.
  2. Notwithstanding the foregoing articles of this Article 10.3, any costs or expenses incurred in connection with the return of the returned Goods, including but not limited to payment processing costs, shall not be reimbursable to the Vendor.

b. The amount of reimbursement to be made by AfricaSokoni to the Vendor shall be determined by AfricaSokoni on a case by case basis after considering various factors, including but not limited to the severity of the damage, the lost value of the Good and the Vendor’s sales and return history. Notwithstanding the foregoing, AfricaSokoni may in its sole discretion reject any reimbursement request by the Seller.

10.4 AfricaSokoni shall not be liable for any claims, demands, liabilities, expenses, losses, cost or damage arising from or relating to the coordination of the delivery or the quality inspection of returned Goods – including, but not limited to, the decay of perishable Good in respect of all direct and indirect losses, special or consequential, including but not limited to loss of revenue, loss of business, loss of anticipated savings or lost profits.

10.5 The Vendor is responsible for any non-conformity or defect in, or any public or private recall of, any of the Goods. The Vendor will promptly notify AfricaSokoni of any such non-conformity, defect, or public or private recall, or the threat thereof, and cooperate and assist AfricaSokoni in connection with any recalls, including by initiating the procedures for returning Goods to the Vendor under the standard processes of AfricaSokoni. The Vendor will be responsible for all costs and expenses AfricaSokoni or any of AfricaSokoni’s affiliates incur in connection with any recall or threatened recall of any of the Goods (including the costs to return, store, repair, liquidate or deliver to the Vendor or any vendor any of these products).

10.6 Unless otherwise agreed in writing by the Parties, AfricaSokoni will collect, reconcile and credit to the Vendor the Commission related to any Order that is the subject of a return or failed delivery. AfricaSokoni will not credit to the Vendor any other charges and/or fees related to any returned or failed delivery (such as Payment Fees).

10.7 In the event the fulfilment of any Order is unable to be completed due to any circumstances, including Order cancellation or failed delivery to the Customer (or such designated recipient stated in the Order), the title to the Goods shall immediately revert to the Vendor. The Vendor shall take title of all Goods that are returned by Customers.

10.8 If, pursuant to the Logistics Services Agreement, the Vendor authorises the appointed logistics provider to offer a Good that is the subject of a failed delivery for fulfilment of a subsequent Order within the same country, AfricaSokoni will charge and reconcile: a. Payment Fees for both the first Order that is the subject of the failed delivery and the subsequent Order (irrespective of the success of the delivery of such Order); and b. Commission in respect of the subsequent Order, provided that the Order is successfully completed and delivered to the Customer.

11 Faults, defects and non-compliance of Goods

11.1 The Vendor warrants that all delivered Goods will comply with the specifications listed on the Platform and with applicable laws (that the Goods strictly conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, safety and hygiene requirements), and will be free from faults and defects. AfricaSokoni shall have the right to make, at any time, directly or through a third party of its choice, a quantity and quality check and to communicate any fault, defect or non-compliance to the Vendor by any written means within thirty (30) days of the discovery of the fault, defect or non-compliance.

11.2 In the event of any fault, defect or non-compliance with applicable laws and/or specifications listed on the Platform in relation to Goods delivered to the Customer, AfricaSokoni may collect such Goods from the Customer, and all costs and expenses associated with such collection will be borne by the Vendor.

11.3 Notwithstanding anything to the contrary, AfricaSokoni shall have the right at all times to be compensated by the Seller for any damage suffered as a consequence of any fault, defect and non-compliance with respect to any of the Vendor’s Goods.

11.4 The Vendor shall indemnify AfricaSokoni from any cost, loss, expense or damage deriving from any third-party claims, legal actions or proceedings brought against AfricaSokoni and deriving from or in connection with the sale and use of the defective, faulty and/or non-compliant Goods.

11.5 In the event that the Vendor lists on the Platform any fake or counterfeit products or products prohibited from use, distribution or sale under applicable laws, or submits any document or agreement (including invoices) for a product that AfricaSokoni suspects to be fake, falsified, fabricated or counterfeit, AfricaSokoni may at its sole discretion take any or all of the actions listed under Article 2.5 above.

11.6 In the event that the Vendor (i) violates any import regulation, including but not limited to the declaration of a Good’s value to be lower than its actual value to the applicable local authority, (ii) provides an untraceable or unidentifiable tracking number to AfricaSokoni or its Customers, or (iii) provides a misleading, incorrect, and/or fraudulent Goods or any such contents on the Platform, AfricaSokoni may at its sole discretion take any or all of the actions listed under Article 2.5 above.

12 Activity Fee/Commission

12.1 AfricaSokoni will invoice to the Vendor a fee (hereinafter “Activity Fee” or “Commission”) for the Activities provided by AfricaSokoni to the Vendor (such as the (I) listing and publication of Goods on the Platform, (ii) listing and publication of Content Material, (iii) Sales Traffic Activities, (iv) Order verification and processing activities, (v) coordination of returns, cancellations and failed deliveries, and (vi) Customer and Seller support services), in accordance with applicable laws. The Commission shall be calculated at 4% of the Listing Price of the Good or Goods of a fulfilled Customer Agreement (i.e., where the Order status is “delivered” on Seller Centre), and in local currency. Unless otherwise stated, the Commission payable to Ebrima I-Mart Company Limited is inclusive of the withholding taxes payable by the Vendor in relation to the Vendor’s sale of Goods in Kenya, under the applicable laws. AfricaSokoni may, from time to time, update the Commission rates by publication and notification in writing on Seller Centre or AfricaSokoni University.

12.2 Unless otherwise stated, coupons and discount codes shall not be considered in the calculation of the Commission.

12.3 Unless otherwise agreed in writing, settlement of the invoices for Activity Fees shall be effected by setting off against funds in the Vendor’s account with AfricaSokoni.

13 Payments

13.1 AfricaSokoni will collect all payments from the Customer (including all cash on delivery pay-ments) as payment processing agent for the Vendor and will have the exclusive right to do so, and will remit such funds to the Vendor (directly or through an appointed payment agent) in accordance with these Terms. AfricaSokoni may, from time to time, appoint logistics service providers/carriers of Goods to also collect payments from the Customer (including cash on delivery payments). AfricaSokoni shall charge a fee for the order processing and payment processing activities and services carried out in respect of the Orders (“Payment Fee”), which will be calculated as a percentage of the Listing Price of the Good or Goods (not taking into account any coupon or discount code) of a fulfilled Customer Agreement (i.e., where the Order status is “delivered” on Seller Centre), and in local currency.

13.2 AfricaSokoni will reconcile and pay to the Vendor all payments and claims, subject to any re-funds, Default Fees and other adjustments in accordance with these Terms (collectively, the “Payments”). Payments shall be made in accordance with the accepted payment mechanisms available on the Seller Centre, or as agreed in writing by the Parties. Unless otherwise stated, all Payments shall be reconciled and paid on a weekly, bi-weekly or monthly basis, in respect of Orders that have been delivered (based on the Order status shown on Seller Centre as of the cut-off date for reconciliation). The Vendor acknowledges that the Order status on Seller Centre may be subject to delays caused by third parties or factors outside of AfricaSokoni’s reasonable control, and may not be updated on public holidays and weekends. In the event of any overpayment or underpayment in respect of any Orders or Transactions (including but not limited to miscalculated fees, resolved queries and delivery status corrections), the corresponding adjustment will be reflected in the next Payment.

13.3 If AfricaSokoni concludes that the actions and/or performance of the Vendor, in connection with the Vendor Agreement, the Customer Agreement, and such third-party agreements relating to Vendor’s obligations may result in any dispute with Customers, chargebacks or other third-party claims, or there are any sums owed by the Vendor to AfricaSokoni, or any claims of third parties against AfricaSokoni arising from the Vendor’s performance, whether under a purchase order or under any other document, then AfricaSokoni may, in its sole discretion, withhold any Payments for the shorter of: a. a period of ninety (90) days following the date of suspension; and b. completion of any investigation(s) regarding the actions of the Vendor and/or performance in connection with the Vendor Agreement, Customer Agreement, these Terms and any other document.

13.4 In case of breach of contract by the Vendor, AfricaSokoni shall, without limitation, have the right to delay or suspend Payments. Any Payment made by AfricaSokoni shall not in any way be considered as a waiver of its rights under these Terms or the provisions set out in the Order.

13.5 AfricaSokoni shall have the right to impose Order value and/or Transaction limits (“OVL”), ei-ther a minimum limit or a maximum limit, on some or all Customers or the Vendor relating to the value of any Transaction, the cumulative value of all Transactions during a period of time, or the number of Transactions per day or other period of time. AfricaSokoni will not be liable to the Vendor:

  1. if AfricaSokoni does not proceed with an Order or Transaction that would exceed any limit established by AfricaSokoni; or
  2. if AfricaSokoni permits a Customer to withdraw from a Transaction because the Platform or the Goods are unavailable following the commencement of a transaction.

13.6 The Vendor shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and the Vendor undertakes to AfricaSokoni that it shall pay all such taxes, duties, fees and other charges on time. To the extent required by law, AfricaSokoni shall be entitled to withhold any and all taxes in connection with the Payments. In the event that AfricaSokoni is held liable for any taxes in connection with the Payments, the Vendor shall indemnify AfricaSokoni for such tax liability irrespective of when such tax liability is assessed. In the event that AfricaSokoni is held liable for any taxes or held as a tax agent of the Vendor in connection with the Payments, the Vendor shall indemnify AfricaSokoni for such tax liability or tax compliance costs irrespective of when such tax liability is assessed.

13.7 Any inquiry or complaint about the payment of an Order shall be received by AfricaSokoni within one hundred and twenty (120) calendar days after the Order date. AfricaSokoni will not accept any queries regarding an order after this point and Seller waives the right to dispute any charges not disputed within this timeframe.

13.8 As a payment processing agent, AfricaSokoni shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Seller relating to the Orders made through the Platform. The Seller undertakes that all payment transactions are in compliance with the applicable laws (including anti-laundering regulations).

13.9 The Seller shall produce a tax invoice (in accordance with the applicable laws) and physically send it to the respective customers for every successful sale. Seller agrees that it is the Seller's responsibility to determine whether Seller Taxes apply to the Transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that AfricaSokoni is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any Transaction. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by the Seller.

13.10 AfricaSokoni may, from time to time, on a goodwill basis, extend a rebate or discount to the Seller in respect of any Commission payable to AfricaSokoni, or any shipping or fulfilment fees payable by the Seller to an affiliate of AfricaSokoni. The terms of such rebate or discount (including the rates, scope and duration of the rebate or discount) shall be determined by AfricaSokoni in its sole discretion, and shall be notified in writing to the Seller by AfricaSokoni publishing the same on the Seller Centre and/or AfricaSokoni University. Where required by any applicable law, the Seller agrees that AfricaSokoni may generate an invoice (in the Seller’s name) to give effect to the rebate and discount extended by AfricaSokoni.

14 Default Fees

14.1 If the Seller violates any obligation under the Seller Agreement or the applicable laws, Africa-Sokoni shall have the right to charge to the Seller the Activity Fee applicable to that Order and any Default Fee, as may imposed by AfricaSokoni, according to AfricaSokoni’s policy. The Default Fees, and any amendment thereto from time to time, shall be published in writing by AfricaSokoni on Seller Centre and/or AfricaSokoni University.

14.2 Unless otherwise agreed in writing, the payment in respect of Default Fees shall be effected by setting off against funds received by AfricaSokoni from Customers in respect of the Transactions.

15 Organization and independence of the Seller

15.1 AfricaSokoni is not a party to Transactions between Customers and the Seller, and the Seller hereby releases AfricaSokoni (and its affiliates, agents and employees) from Claims (as defined in Article 15.3 below), demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions.

15.2 The Seller and AfricaSokoni are independent contractors, and nothing in the Seller Agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Parties mutually acknowledge that the Seller Agreement shall not cause the establishment of any direct relationship of employment between AfricaSokoni and persons who provide support to the Seller. The Seller will have no authority to make or accept any offers or representations on behalf of AfricaSokoni.

15.3 The Seller releases AfricaSokoni and agrees to indemnify, defend and hold harmless AfricaSo-koni (and officers, directors, employees and agents) against any claim, loss, damage, settlement, cost, expense, civil fine, penalty or other liability (including, without limitation, attorney’s fees) (each, a “Claim”) arising from or related to:

  1. The actual or alleged breach or failure to comply by the Seller and/or its employees, agents or contractors of any obligations in the Seller Agreement or the Customer Agreement;
  2. Any sales channels of the Goods owned or operated by the Seller (including the offer, sale, fulfilment, refund, return or adjustments thereof), the Content Material of the Seller, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death or property damage related thereto;
  3. The taxes of the Seller, or any tax compliance costs in relation to such taxes of the Seller; or
  4. One or more third parties taking legal action against AfricaSokoni arising out of or connected with the Seller Agreement.

15.4 Notwithstanding any other provision in these Terms to the contrary, nothing contained herein shall oblige AfricaSokoni or Seller to engage in any action or omission to act which would be prohibited by or penalised under applicable laws.

15.5 If at any time AfricaSokoni reasonably determines that any indemnified Claim might adversely affect AfricaSokoni, AfricaSokoni may take control of the defines at the expense of the Seller. The Seller may not consent to the entry of any judgment or enter into any settlement of a Claim without the prior consent by AfricaSokoni in writing, which consent may not be unreasonably withheld.

15.6 These Terms will not create an exclusive relationship between AfricaSokoni and the Seller. Nothing expressed or implied in these Terms is intended or shall be construed as giving any person other than the Parties hereto any legal right, remedy, or Claim under or in respect of these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of AfricaSokoni and the Seller.

15.7 As between the Seller and AfricaSokoni, the Seller will be solely responsible for all obligations associated with the use of any third-party service or feature that the Seller permits AfricaSokoni to use on its behalf, including compliance with any applicable terms of use.

15.8 The aggregate liability (inclusive of interest and legal and other costs) of AfricaSokoni to the Seller in each one (1) year in respect of all Claims arising under or in connection with this Seller Agreement (whether by reason of any negligence by AfricaSokoni or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term of this Seller Agreement, breach of statutory duty, or any duty at common law or under the terms of any indemnity given by AfricaSokoni or otherwise) will not in any event exceed the sums paid by AfricaSokoni to the Seller under this Seller Agreement in the three (3) month period. In no event will AfricaSokoni be liable for indirect, incidental, special or consequential damages, including loss of use, loss of profits or interruption of business, howsoever caused or on any theory of liability.

15.9 Seller will insure or self-insure its obligations under the Seller Agreement and the Customer Agreements and, upon request by AfricaSokoni, will immediately forward a copy of the said insurance policy to AfricaSokoni.

15.10 AfricaSokoni will, at the Seller's costs and expenses, reasonably cooperate with Seller with re-spect to any such claim, demand, or action in all respects, including, but not limited to by notifying Seller within fourteen (14) days of receiving any lawsuit or notice of potential claim; by removing product information from AfricaSokoni’s websites at Seller’s request; and by providing Seller with access to materials and witnesses AfricaSokoni deems relevant. Both Parties will neither make nor accept any settlement offer without the other Party’s consent, which consent will not be unreasonably withheld.

16 Termination and Withdrawal

16.1 AfricaSokoni has the right to unilaterally and immediately terminate the Seller Agreement and these Terms upon the occurrence of any of the following events:

  1. the Seller being in breach of any obligation or warranty under the Seller Agreement and failing to remedy the same within seven (7) days from receipt of a written notice from AfricaSokoni of such breach;
  2. in the event of the Seller’s improper use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under applicable laws as set forth in Article 2.4 above;
  3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
  4. the making of an administration order in relation to the Seller or the appointment of a receiver over, or an encumbrance taking possession of, or selling any of the Seller’s assets;
  5. the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
  6. the Seller ceasing or threatening to cease to carry on business; or g. Notwithstanding the foregoing, AfricaSokoni will have the right to unilaterally terminate the Seller Agreement and these Terms without cause, at AfricaSokoni’s sole discretion, within fourteen (14) days from the date on which AfricaSokoni gives written notice of such termination.

16.2 The Seller has the right to unilaterally terminate the Seller Agreement within fourteen (14) days after the occurrence of any of the following events:

  1. AfricaSokoni delaying payment for more than thirty (30) days without valid reason according to these Terms;
  2. the making of an administration order in relation to AfricaSokoni or the appointment of a receiver over AfricaSokoni’s assets;
  3. AfricaSokoni making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
  4. AfricaSokoni ceasing or threatening to cease to carry on business; or
  5. Notwithstanding the foregoing, the Seller will have the right to unilaterally terminate the Seller Agreement and these Terms without cause, at Seller’s sole discretion, within fourteen (14) days from the date on which the Seller gives written notice of such termination.

16.3 Before termination of the Seller Agreement, the Seller shall inform AfricaSokoni of all Orders which have to be performed. For the avoidance of doubt, the Seller shall remain responsible for the fulfilment of the pending Orders according to the specific fulfilment model agreed with AfricaSokoni. If the Seller fails to do so, AfricaSokoni may cancel the Orders and may impose a Default Fee on the Seller in accordance with Article 14.1, which will be deducted from any Payments to be paid by AfricaSokoni to the Seller.

17 Industrial and intellectual property rights

17.1 The Seller represents and warrants to AfricaSokoni that it is the owner or has lawful rights with respect to patents, copyrights, trade secrets, trademarks, trade names, or other intellectual property rights relating to the Goods and the Content Material, and it is not aware of any claims made by any third party with regard to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods, and by this representation to not infringe on the above mentioned rights directly or indirectly.

17.2 The Seller agrees to release, defend, protect, indemnify and hold AfricaSokoni and its affiliates 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, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.

17.3 The Seller shall not be entitled to use any intellectual property belonging to AfricaSokoni with-out AfricaSokoni’s prior approval in writing with respect to patents, copyrights, trade secrets, trademarks, trade names, technology and IT developments or other intellectual property rights relating to the Goods and the Content Material.

18 Confidentiality

18.1 For purposes of these Terms, “Confidential Information” means any data or information that is proprietary to AfricaSokoni, its affiliates, subsidiaries or affiliated companies, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

  1. any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such Party;
  2. any past or present performance results, including orders and volumes;
  3. any plans and strategies for expansion;
  4. any products or activities, and customer or supplier lists;
  5. any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
  6. any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and
  7. any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

18.2 The Seller shall not disclose Confidential Information, except with the prior written consent of AfricaSokoni. The Seller may only use the Confidential Information for the purpose of performing the Seller Agreement, and not for any other purposes. Notwithstanding the foregoing, the Seller may disclose Confidential Information with prior written notice to AfricaSokoni for any of the following reasons:

  1. to comply with the mandatory provisions of applicable laws or the rules of any rec-ognised jurisdiction;
  2. the information is properly disclosed to the professional advisers, auditors or bankers of the Seller, provided that the recipient first agrees not to disclose the information;
  3. the information is in the public domain, other than through a breach of this article;
  4. for the purposes of any arbitration or legal proceedings arising from the Seller Agreement; and
  5. to any governmental authority at their request.

18.3 The rights and obligations of the Seller under this Article 18 shall survive termination of the Sel-ler Agreement.

18.4 Return of Confidential Information:

  1. The Seller shall return and deliver to AfricaSokoni all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”)) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of: i. the expiration or termination of the Seller Agreement), whichever is earlier; or ii. at such time as AfricaSokoni may so request. The return of such documents must be performed within twenty-four (24) hours after the occurrence of the events referred to above.
  2. However, the Seller may retain such of AfricaSokoni’s documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Seller, with the written consent of AfricaSokoni may (or in the case of Notes, at the Seller’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Seller supervising the destruction.

18.5 No specific warranties are made in relation to the Confidential Information by either Party under these Terms. The Seller understands that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by AfricaSokoni.

19 Force Majeure

19.1 AfricaSokoni shall not be liable to Seller or be deemed to be in breach of the Seller Agreement by reason of any delay in performing or any failure to perform any of AfricaSokoni’s obligations if the delay or failure was due to any event or cause beyond AfricaSokoni’s reasonable control (each an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:

  1. Act of God, explosion, flood, tempest, fire or accident;
  2. War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
  3. Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
  4. Import or export regulations or embargoes; e. Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of AfricaSokoni or of a third party);
  5. Health epidemics declared by the World Health Organization;
  6. Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and
  7. Power failure or breakdown in machinery.

19.2 Upon the occurrence of any of the events set out in Article 19.1, AfricaSokoni may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in Article 19.1. shall continue for a period exceeding one month, AfricaSokoni may forthwith terminate the Seller Agreement upon giving notice in writing to the Seller.

19.3 The Seller shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Seller Agreement if such delay or non-fulfilment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Seller from performing its obligations for more than five (5) consecutive days, AfricaSokoni shall be entitled to terminate the Seller Agreement.

20 Miscellaneous

20.1 Compliance with law: In its performance under the Seller Agreement or any Customer Agree-ment, Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any personal data protection, import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this Seller Agreement may be performed. Upon AfricaSokoni’s written request, Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation. For avoidance of doubt, Seller shall only use and/or disclose personal data received from AfricaSokoni solely for the purpose of performing its obligations under this Seller Agreement or any Customer Agreement and in accordance with the requirements under the applicable personal data protection laws and regulations and in a manner that ensures AfricaSokoni remains in compliance with the requirement under the applicable personal data protection laws and regulations.

20.2 The actual or future invalidity or ineffectiveness of one or more provisions in these Terms shall not affect the validity or effectiveness of the whole document.

20.3 The failure of a Party to exercise its rights in case of breach of contract by the other Party shall not be considered as a waiver of its rights under these Terms or under the applicable laws.

20.4 The singular of terms used in these Terms includes the plural and vice versa, unless the context otherwise requires.

20.5 Any reference to national, provincial, local or foreign rules or provisions are meant to also in-clude all provisions and regulations issued pursuant to such provisions, unless the context otherwise requires.

20.6 These Terms may not be modified except by an instrument in writing signed by the duly autho-rised representatives of the Parties.

20.7 The terms and conditions of Articles 15.3, 15.5, 15.8, 16.3, 17 and 18 shall survive the termina-tion for any reason whatsoever of the Seller Agreement.

21 Applicable law and dispute resolution

21.1 These Terms are governed by the laws of KENYA.

21.2 Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the KENYA International Arbitration Centre (KIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

22 Anti-Bribery and Corruption

22.1 The Seller represents that it is familiar with the all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with the Seller Agreement and Customer Agreement, and will not undertake any actions that may violate such anti-bribery and corruption laws.

22.2 If the Seller fails to comply with any of the provisions of the Seller Agreement (irrespective of the size, nature or materiality of such violation), such failure shall be deemed to be a material breach of the Seller Agreement and, upon such failure, AfricaSokoni shall have the right to terminate the Seller Agreement with immediate effect upon written notice to Seller, without penalty or liability of any nature whatsoever.

22.3 The Seller shall comply, and shall ensure that each of its principals, owners, shareholders, offic-ers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with the Seller Agreement and Customer Agreement.

Reference Number: 3.0

SELLER AGREEMENT BETWEEN EBRIMA I-MART LIMITED, a company incorporated pursuant to the laws of KENYA under registration number PVT-BEUK3Q5 and having its registered address at Kencom building, 1st Floor Plot No. 209/561, Moi Avenue, P. O. Box 56941 - 00200 - CITY SQUARE. (hereinafter “AfricaSokoni”) AND , incorporated pursuant to the laws of KENYA under , as mentioned in the registration and having its registered address as mentioned in the registration process, hereinafter as “Seller”, and represented by , IT IS HEREBY AGREED AS FOLLOWS

In consideration of the mutual rights and obligations provided in the Terms of the Seller Agreement, the Seller agrees to observe and be bound by the terms of the Seller Agreement (including the Terms and Cover Page).

AS WITNESS whereof this Seller Agreement has been entered into on 12/06/2018.

Signed by Authorised Signatory for and on behalf of EBRIMA I-MART LIMITED (AFRICASOKONI)

(signature )

NAME: FREDRICK KIRUI KURGAT

DESIGNATION : DIRECTOR

Signed by Authorised Signatory for and on behalf of ZENKO LIMITED

(signature )

NAME: …………………………………..

DESIGNATION : ………………………….

AFRICASOKONI FULFILMENT SCHEDULE

The terms in this AfricaSokoni Fulfilment Schedule (“AS Fulfilment Schedule”) shall apply to the fulfilment services provided by AfricaSokoni to the Seller, in respect of all Orders to be delivered in the AfricaSokoni platform.

1. Scope and Effect

1.1. This AS Fulfilment Schedule supplements and forms an integral part of the Seller Agreement between AfricaSokoni and (hereinafter the “vendor”). AfricaSokoni and the Vendor shall each be referred to as a “Party”, and collectively as the “Parties”.

1.2. The Parties hereby agree the terms of this AS Fulfilment Schedule shall apply in relation to the fulfilment of all Orders to the Customers in the AfricaSokoni only (“AS Fulfilment Services”), whichoffers to arrange for the Seller, in order to support the Seller’s listing, sale and fulfilment of Orders to Customers in the AfricaSokoni.

1.3. Except as otherwise provided, the Parties hereby agree that this AS Fulfilment Schedule shall supplement the Terms and form an integral part of the Seller Agreement. This AS Fulfilment Schedule shall prevail over any other terms or conditions in the Seller Agreement in the event of any conflict or inconsistency relating to the AS Fulfilment Services.

1.4. SELLER may, in its sole discretion, change any of the terms and conditions contained in this AS Fulfilment Schedule, and any Fulfilment Fee rate cards, procedures and policies (which are incorporated by reference in this AS Fulfilment Schedule). These changes will take effect seven (7) days upon agreement on the Seller Centre. Seller acknowledges and agrees that such changed or introduced procedures and policies will bind Seller upon their agreement, and Seller will implement such changes or introductions required to ensure that it complies with the procedures and policies.

2. Additional Definitions

2.1. Delivery Note: means the document or waybill containing the essential information (as deter-mined by SELLER at its sole discretion) required for the performance of the AS Fulfilment Services, including the name, delivery address and contact number (if applicable) of the Customer or the designated recipient of the Package, and description of the contents of the Package (if applicable).

2.2. Delivery Policy: means the delivery process and policy applicable to cross-border Orders which may be published on the AfricaSokoni Seller Centre by SELLER from time to time (which includes, without limitation, the AfricaSokoni Global Shipping Solution Pack). 2.3. Package: means any package, parcel or delivery article containing Goods that is the subject of the AS Fulfilment Services. For the avoidance of doubt, each Package may contain more than one Good. 2.4. Replacement Value: means the lowest Listing Price of the relevant Good in the three (3) calendar months preceding the relevant damage, loss or theft of the Good.

3. AS Fulfilment Services

3.1. Upon receiving the Packages from AFRICASOKONI (or its sub-contractors) in the AfricaSoko-ni, SELLER shall also deliver the Package(s) to the delivery address and designated recipient in the Delivery Note in the AfricaSokoni. For the avoidance of doubt, the designated recipient may not be the Customer. SELLER shall verify the identification of the person receiving the Package at the designated delivery address and obtain the signature of such person’s signature on the Delivery Note.

3.2. No change of delivery address shall be entertained by SELLER.

3.3. SELLER may route and divert the transportation and movement of Packages in any manner it deems appropriate. SELLER shall not be obliged to, and shall not be liable for any losses or damages arising from its inability, failure or refusal to, accede to the Seller’s request to stop, re-route or divert any Package which is in the process of being transported, routed or diverted.

3.4. SELLER shall provide updates of the delivery status of any Package to the Seller in accordance with the lead times, service level standards and policies.

3.5. SELLER may, at its sole discretion, open and inspect any Package without prior notice to the Seller. Any such inspection shall not absolve the Seller from its obligations and liability under the Seller Agreement (including this AS Fulfilment Schedule). SELLER may, at its sole discretion, refuse to perform any AS Fulfilment Services under the Seller Agreement in relation to any Package, and to report or surrender to any relevant regulatory or government authority, if it reasonably believes that the Package contains item that is unlawful to be sold, possessed, handled or carried under the applicable laws of the AfricaSokoni.

4. Failed Delivery

4.1. SELLER shall make up to two (2) re-delivery attempts (or such other number of delivery at-tempts as may be specified in the Delivery Policy) to deliver a Package.

4.2. In the event of delivery failure even after making such number of re-delivery attempts to deliver the Package, SELLER shall deliver the Goods to the Seller to the designated location(s) as directed by AFRICASOKONI from time to time.

4.3. In the event the Seller, pursuant to the LGS Agreement, authorises AFRICASOKONI to offer a Good that is the subject of a prior failed delivery for fulfilment of a subsequent Order in the AfricaSokoni, SELLER may charge the Fulfilment Fees for all AS Fulfilment Services performed in respect of the prior failed delivery and the fulfilment of the subsequent Order(s). 4.4. The provisions of this Article shall apply to the return of any Goods pursuant to any Order that is cancelled prior to its delivery to the designated recipient in the AfricaSokoni.

5. Returns

5.1. Upon the receipt of a request from the Customer to collect a returned Good, SELLER shall pick up the returned Good at the address stated in the request, and deliver the returned Good to the designated location(s) as directed by AFRICASOKONI from time to time.

5.2. SELLER shall not be obliged to verify the identity of the person from whom the returned Good is being collected. SELLER shall not be responsible for ensuring or liable for the quality, condition or eligibility of any returned Goods, nor shall the AFRICASOKONI be obliged to conduct any inspection of any returned Goods.

6. Fulfilment Fees

6.1. Without prejudice to SELLER’s other rights under the Seller Agreement and applicable law, payment of all service fees for the AS Fulfilment Services (“Fulfilment Fees”) shall be charged by and paid to SELLER in accordance with Article 13 of the Terms, and the applicable rate cards published by SELLER from time to time.

6.2. Unless otherwise stated, the Fulfilment Fees charged by SELLER are inclusive of all duties and taxes payable by the Seller to the relevant authorities for the AS Fulfilment Services.

6.3. In the event the amounts in the Seller’s account with SELLER are insufficient for the settlement of the Fulfilment Fees, the Seller shall remain liable to SELLER for such shortfall, which shall be paid within ten (10) business days of the date of SELLER’s invoice in relation to such shortfall.

6.4. Any inquiry or complaint in relation to any Fulfilment Fees shall be received by SELLER within thirty (30) calendar days after the corresponding Payment. SELLER will not accept any queries after this point and the Seller waives the right to dispute any Fulfilment Fees not disputed within this timeframe.

6.5. For the avoidance of doubt, the Fulfilment Fees payable for the AS Fulfilment Services shall be billed by SELLER at the time that:

  1. a Package has been delivered to the designated recipient; or
  2. the delivery of a Package is deemed to have failed.

7. Limitations of Liability

7.1. Subject to Article 15.8 of the Terms, if there is loss of or damage caused to any Goods in the course of the provision of the AS Fulfilment Services – except if the loss or damage arises as a result of the Seller not complying with the terms of the Seller Agreement, or if the loss or damage is related to the decay of any perishable Goods (in which case SELLER shall not be liable for such loss or damage) – SELLER’s liability to the Seller for such loss or damage shall comprise (i) the international shipping fee payable by the Seller to AFRICASOKONI under the LGS Agreement for the lost or damaged Goods, and (ii) such amount that is limited to the lower of:

7.1.1. US$100 per Package (regardless of the number of Goods in the Package); or

7.1.2. the Replacement Value of each of the Goods which have been lost or damaged, which shall represent the total liability that SELLER or its sub-contractors, agents or representatives may have in relation to loss or damage to such Goods. For the avoidance of doubt, there shall be no more than one (1) compensation claim per Package. Other than pursuant to this Article 7.1, the Seller shall not have additional remedies against SELLER as a bailee. At all other times, the Seller will be responsible for any loss of, or damage to, any Goods.

7.2. Any inquiry, complaint or claim by the Seller in relation to the AS Fulfilment Services must be received by SELLER within one hundred and twenty (120) calendar days after the Order date failing which the Seller shall be deemed to have waived the right to make any inquiry, complaint or claim in relation to that event.

7.3. SELLER shall not have any liability to the Seller whatsoever arising from the Seller’s or the Goods’ noncompliance with import and export laws, product prohibitions, restrictive measures or sanctions.

7.4. The Seller shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once (whether from SELLER, AFRICASOKONI or any of the other AfricaSokoni entities) in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

8. Title and Risk to Goods

8.1. The Parties acknowledge and agree that (unless otherwise expressly provided in these Terms, or mandated by applicable laws) at no point of time shall title to the Goods transfer to SELLER, or any of its sub-contractors or agents, by virtue of this AS Fulfilment Schedule or the provision of the AS Fulfilment Services.

8.2 The Seller further acknowledges and agrees that it has valid legal title to the Goods and is the merchant of record of the Goods, and that at no point shall SELLER, or any of its sub-contractors or agents be, or be deemed to be, the merchant of record of the Goods.

9. Indemnities

9.1. Without prejudice to the Seller’s obligations and indemnities under the Terms, the Seller further agrees to indemnify SELLER and its related officers, directors, employees, agents and sub-contractors from and against all Claims arising out of or related to:

  1. any breach of the Seller’s obligations, representations or warranties under this AS Fulfilment Schedule;
  2. any claim or action by a third party in connection with any defect in title of any Good;
  3. the Seller or its agents providing information in relation to the Goods or the AS Fulfilment Services, that is incorrect, misleading, or erroneous;
  4. the Seller omitting to provide information required by government or regulatory authorities;
  5. the Seller failing to provide information or documentation reasonably requested for the performance of the AS Fulfilment Services, or as required by any relevant government or regulatory authority; or
  6. any alleged or actual personal injury, death or property damage suffered by any party involved in the AS Fulfilment Services, arising from any defect or non-compliance of the Goods.

DIGITAL GOODS SCHEDULE

The terms in this Digital Goods Schedule (“Digital Goods Schedule”) shall apply to the listing and sale of Digital Goods by the Seller on the Platform.

1. Scope and Effect

1.1. This Digital Goods Schedule supplements and forms an integral part of the Seller Agreement between EBRIMA I-MART LIMITED ,(hereinafter “AfricaSokoni”) and a marketplace seller (hereinafter the “Seller”) (AfricaSokoni and Seller hereinafter individually “Party” and collectively “Parties”, as the context may require).

1.2. The Parties hereby agree the terms of this Digital Goods Schedule shall apply in relation to Digi-tal Goods only. “Digital Goods” means things, data or value that are delivered in an electronic format and which the Seller lists for sale or intends to list and sell to Customers on and through the Platform.

1.3. Except as otherwise provided, the Parties hereby agree that this Digital Goods Schedule shall supplement the Terms and form an integral part of the Seller Agreement. This Digital Goods Schedule shall prevail over any other terms or conditions in the Seller Agreement in the event of any conflict or inconsistency relating to the listing and sale of Digital Goods by the Seller.

1.4. AfricaSokoni may, in its sole discretion, change any of the terms and conditions contained in this Digital Goods Schedule, and any procedures and policies (which are incorporated by reference in this Digital Goods Schedule). These changes will take effect seven (7) days from their publication on the AfricaSokoni University and/or Seller Centre. Seller acknowledges and agrees that such changed or introduced procedures and policies will bind Seller upon their publication, and Seller will implement such changes or introductions required to ensure that it complies with the procedures and policies.

1.5. This Digital Goods Schedule shall continue in force until the termination of the Seller Agreement, or the cessation of AfricaSokoni’s authorisation to the Seller to list and sell Digital Goods on the Platform, whichever is the earlier.

2. Provisions Applicable to the Listing of Digital Goods on the Platform

2.1. The Seller shall provide such information and assistance as may be reasonably requested by AfricaSokoni to facilitate the listing of Digital Goods on the Platform.

2.2. Part A of the Terms (i.e., provisions applicable to the listing of Goods on the Platform) shall apply to the listing of Digital Goods pursuant to this Digital Goods Schedule.

3. Provisions Applicable to the Sale of Digital Goods on the Platform

3.1. The Seller undertakes that it will fully comply with all applicable laws relating to the sale of the Digital Goods though the Platform under the Customer Agreement (including, but not limited to consumer protection regulations and all applicable local regulations regarding importation of goods and/or services). In the event that the Seller violates this Article, the Seller shall indemnify and hold AfricaSokoni harmless for any damages, costs or and/or expenses arising out of such violation, and AfricaSokoni may, at its sole discretion, take any or all of the following actions: a. Seller’s Digital Goods wills be suspended from being sold on the Platform with immediate effect; b. Seller’s account on AfricaSokoni will be deactivated permanently with immediate effect; c. Seller’s account will be withheld by AfricaSokoni, including all its outstanding payables; and/or d. Seller will be required to pay a penalty fee, the amount of which shall be determined by AfricaSokoni.

3.2. If required by law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned above, as well as any other obligation under the Seller Agreement.

3.3. Where required under applicable laws, the Seller shall be responsible for providing a warranty for Digital Goods.

3.4. Notwithstanding that the Customer has already been charged for the Order or AfricaSokoni has already credited to the Seller’s account the Payments, AfricaSokoni may make immediate refunds (and any adjustments) to the affected Customers, or withhold payment for Transactions, in any of the following events:

  1. where AfricaSokoni is required under the terms of its contract with the relevant third-party payment agent (such as PayPal, & PesaPal) to make refunds of unauthorised payments (such as refunds required for payments made under circumstances involving fraudulent or unlawful activity or chargebacks that AfricaSokoni is required to give effect to pursuant to the terms of its contract with the relevant third-party payment agent);
  2. withdrawal of the Digital Goods by AfricaSokoni from being listed for sale on the Platform in relation to any dispute (threatened or actual and whether or not AfricaSokoni or the Seller are parties thereto), including any IPR Claim;
  3. where Orders are stopped and/or cancelled in accordance with the terms of the Sel-ler Agreement;
  4. where AfricaSokoni suspects the Seller to be involved in misconduct, fraud or un-lawful acts; or
  5. where AfricaSokoni so elects in accordance with these Terms.

3.5. Where AfricaSokoni has already credited to the Seller’s account the Payments, the amounts re-funded to the affected Customers pursuant to Article 3.4 of this Digital Goods Schedule shall be recoverable by AfricaSokoni from the Seller as a debt due from the Seller, and AfricaSokoni will deduct such amount from amounts payable to the Seller, or by other methods at AfricaSokoni’s election. AfricaSokoni may modify or discontinue the mechanism for processing returns and adjustments at any time without notice.

3.6. Without prejudice to Article 3.5 above:

  1. where the Seller cancels an Order, AfricaSokoni shall be entitled to make immediate refunds to the affected Customers and AfricaSokoni shall not be required to credit to the Seller’s account the Payment in respect of such Order;
  2. where AfricaSokoni cancels an Order, an email will be sent to the Seller, notifying the Seller of such cancellation. If the Seller delivers the Digital Goods to the Customer after AfricaSokoni’s notification of such cancellation, AfricaSokoni shall take no responsibility for such Order or any losses suffered or incurred in connection thereof. For the avoidance of doubt, AfricaSokoni shall not be required to recover or reverse refunds given to the Customer (if any), credit to the Seller’s account the Payment in respect of such Order or retrieve or recover such Digital Goods delivered to the Customer (including assisting or facilitating the Seller in such retrieval or recovery); and
  3. the Seller shall not in any way question or dispute any action taken by AfricaSokoni in connection with any cancellation of the Order and agrees that AfricaSokoni shall, in its sole discretion, be entitled to take any action in connection with any cancellation of the Order (whether by the Seller or AfricaSokoni), including any refunds given to the Customer.

4. Provisions Applicable to the Fulfilment of Digital Goods

4.1. The Parties agree that the order fulfilment model for all Digital Goods shall be “Fulfilment by the Seller”.

4.2. AfricaSokoni will support with the coordination of post sales activities including answering cus-tomer enquiries and processing returns.

4.3. The Seller will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, packaging and providing warranty for all Digital Goods, as well as delivering the Orders to the recipient specified in the Order in accordance with applicable laws, and the Seller shall be responsible for any non-conformity or defect in, damage to, or theft of or claims regarding the sourcing, storing, selling, packaging, order processing of the Digital Goods, or other issue arising in connection with the fulfilment of the Order, except to the extent caused by: a. credit card fraud for which AfricaSokoni is responsible; or b. failure of AfricaSokoni to make available to the Seller information about the Order.

4.4. AfricaSokoni will provide to the Seller information in relation to each Order for Digital Goods made through the Platform. The Seller shall be responsible for fulfilling all Orders for Digital Goods in the quantity sold through the Platform and/or as communicated by AfricaSokoni. All Orders will be final and may not be cancelled or revoked by the Seller except as otherwise provided for in this Digital Goods Schedule.

4.5. The delivery of any Digital Goods in respect of each Order will be fulfilled by the Seller in ac-cordance with the service levels published by AfricaSokoni from time to time (“Service Levels”). In the event that AfricaSokoni determines that there has been a breach of any of the Service Levels, AfricaSokoni shall be entitled to the service credits published by AfricaSokoni from time to time (“Service Credits”). The Parties acknowledge that each Service Credit is a genuine pre-estimate of the loss likely to be suffered by AfricaSokoni and not a penalty. The imposition of Service Credits shall not prejudice any of the other rights or remedies available to AfricaSokoni under the Seller Agreement. Service Credits shall be reflected as a deduction from the amount due from AfricaSokoni to the Seller in the next invoice due to be issued under the Seller Agreement after AfricaSokoni has become entitled to such Service Credits.

4.6. Following delivery of any Digital Good to any Customer, the Seller shall notify each of Africa-Sokoni and the Customer of such delivery in such manner as stipulated in the service levels between the Parties, or where the manner of notification is not stipulated, by issuing a confirmation notice to each of AfricaSokoni and the Customer.

4.7. At no time shall title, risk, legal ownership or equitable ownership of any Digital Goods pass to AfricaSokoni.

4.8. In the event that the Seller is unable to fulfil any Seller Order, AfricaSokoni shall be entitled to notify the relevant Customer accordingly. The Seller hereby acknowledges and accepts full responsibility and liability for any and all Claims arising out of or in connection with the Seller’s breach of Article 2.9 of the Terms and/or its inability to fulfil any Order, including without limitation, and any payment fees or charges that may be imposed on AfricaSokoni by any third-party payments provider.

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