Seller Agreement

Definitions and Interpretation
1 Introduction
2. Definitions
3. Interpretations
Enrollment
4. Onboarding Process
5. Relationship of Parties
6. Confidentiality and Personal Data
7. Membership plans
8. Term, Suspension and Termination
Product Listings and Other Content
9. Products
10 Product Authenticity and Safety
11. Prohibited Products
12. Problems with Your Products
13. Product Recalls and Defects
Order Management
14. Order Processing and Fulfillment
15. Order Status and Update
16. Shipping and Delivery
17. Delivery Timeframes
18. Digital Downloads
19. Order And Customer Service Level Agreement
20. Cancellations, Returns And Refunds
21. Ownership and Use of Transaction Information
22. Customer Service and Feedback
Payments and Billing
23. Payment Processing
24. Monthly Membership Fees
25. Transaction Fees & Commission
26. Penalties for Late Payment
27. VAT and other Taxes
Tradeit’s Websites and Services
28. Access and Use of the Website
29. License Of Seller’s Content
30. Representations
31. Indemnification
32. Tradeit’s indemnification obligations
33. Warranty Disclaimer & General Release
34. Limitation of Liability
35. Insurance, Risk, And Ownership
General
36.Validity and Enforceability of Terms
37. Force Majeure
38. Suggestions and Other Information
39. Modification
40. Password Security
41. Export
42. Choice Of Law, Jurisdiction And Venue
43. Miscellaneous

INTERPRETATION AND DEFINITIONS

1. Introduction

1.1. Welcome to Tradeit, the Zimbabwean Online Marketplace. Before using our service, it is important to understand our rules.

BY USING OUR SERVICE, YOU’RE CREATING A LEGALLY BINDING CONTRACT TO COMPLY WITH ALL THE TERMS. Please read them carefully.

1.2. As used in this Agreement, “we,” “us,” and “Tradeit” means the service provider – Tradeit Pty Ltd (Registration number: 2021/57588/07), with registered office at Block 1, Prism Park, Ruby Close, Fourways, Johannesburg, 2191, Zimbabwe; and “You” means the applicant ( “Seller“, “Vendor” or “Merchant” ).

1.3. This Tradeit Marketplace Seller Agreement (hereinafter referred to as the “Agreement ”) is made on the day of your acceptance of this Agreement by clicking on the check box “I’ve read and accept terms and conditions” and the “Submit, ” button to create a vendor account, or by any other means which indicates your acceptance of this Agreement.

1.4. We may amend the Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If we change the Terms in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.

1.5. You represent that you are a natural or juristic person competent to enter into a valid and legally binding contract under applicable law inter alia, a person of legally sound mind, not adjudicated bankrupt and over 18 years of age. If You are a juristic person then the person accepting this Agreement represents that such person is duly authorized by You to bind You to this Agreement and the designated electronic mail address is valid and subsisting and allotted by You to such person.

1.6. Whereas;

1.6.1. Merchant is inter alia engaged in the business of selling certain goods in Zimbabwe;

1.6.2. Tradeit provides a digital platform (the Marketplace) for independent third parties to sell their products using Tradeit’s proprietary technology, website design and development capabilities, order processing capabilities, customer service capabilities, fulfillment capabilities and centralized inventory, invoicing and payment management to enable the Merchant to do business on the platform;

1.6.3. Merchant has approached Tradeit for permission to use the Marktplace for the purpose of the Merchant’s business and Tradeit has provisionally agreed, subject to satisfactory completion of the enrollment process and payment of applicable membership fees by the Merchant;

1.6.4. Merchant recognizes the importance of upholding safety and quality standards to reinforce the desired perception that Tradeit is a safe and trusted online marketplace to buy and sell goods and services;

1.6.5. The Parties wish to enter into this Agreement to document and record their mutual understandings and agreements in relation to the terms and conditions on which Tradeit shall make available the Marketplace to the Merchant and the Merchant shall abide by all the terms and conditions of the Agreement;

1.6.6. These recitals shall form part of the Agreement;

1.7. Now, therefore, in consideration of the mutual promises and other consideration, the sufficiency of which is acknowledged, the Parties, intending to be legally bound, agree as follows:

Definitions

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“Agreement” means this agreement between Tradeit and the Member as amended from time to time in accordance with clause 1.4.

“Applicable Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirements, now or in the future in effect, of any Zimbabwean governmental authority (e.g. the Consumer Protection Act 68 of 2008).

“Buyer” means a person who makes a purchase on the Site.

“Chargeback” – also called a “reversal” – is the return of credit card funds used to make a purchase to the buyer. A chargeback can occur if a customer disputes a purchase made using their credit card, claiming that it was fraudulent or made without their knowledge or permission.

“Confidential Information” means information relating to us, to the Services, or Tradeit customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.

“Customer” means the retail customers to whom Merchant offers to sell or sells or from whom Merchant receives offers to purchase the Products through the Platform.

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

“Expected Shipping Date” means, with respect to any of Your Products, the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant product data feed for Your Product.

“Force Majeure” means certain acts, events or circumstances beyond the control of the parties to this agreement, for example, natural disasters, crime, an earthquake, a war or the outbreak of hostilities.

“Governing Law” means the laws of the Republic of Zimbabwe.

“Intellectual Property” includes ideas, concepts, creations, discoveries, inventions, improvements, know-how, trade or business secrets; trademarks, service marks, domain names, designs, utility models, tools, devices, models, methods, patents, copyright (including all copyright in any designs and any moral rights), masks rights, design right, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research projects, and other confidential and proprietary information, computer programming code, databases, software programs, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments. The Customer Database shall be considered to be the Intellectual Property of Tradeit.

“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

“Local Currency” means the applicable Zimbabwean currency (USD or RTGS whichever the case it may be in each given context).

“Membership Fee” means the fees paid by you to allow you access to use the facilities and services stipulated in this Agreement.

“Merchant” means a user who is registered to sell products or services on the Tradeit Marketplace. The terms “Seller” and “Vendor” have the same meaning.

“Order Information” means, with respect to any of Your Products ordered through the Tradeit Site, the order information, and shipping information that we provide or make available to you.

“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

“Product(s)” means any and all goods and related services of the Merchant for which Tradeit makes available on the Site.

“Sale Price” shall be the price at which the Product is offered for sale by the Merchant on the Marketplace.

“Sales Proceeds” means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent specified in the applicable Tax Policies; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or our Affiliates on or before the applicable invoice due date.

“Seller” means a user who is registered to sell products or services on the Site. The terms “Merchant” and “Vendor” have the same meaning.

“Seller Agreement” means this Agreement between You and Tradeit that permits You to offer products and services via the Tradeit Site.

“Seller Admin Panel” means the online portal and tools made available by Shotown to you, for your use in managing your profile, orders, inventory, returns, etc.

“Service” means the suite of e-Commerce services offered by Tradeit on the marketplace.

“Service Fees” means the fees for availing the Tradeit Marketplace to the Merchant in accordance with the terms of this Agreement.

“Service Terms” means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

“Tradeit-Refund Policy” means the return and refund policy published on the Site and applicable to products and services offered via that Site.

“Site” means the Tradeit website located at www.tradeit.co.zw and all its sub-domains including the Tradeit Marketplace.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional items.

“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

“User” means any person who uses the Site as a registered member, guest, customer, seller, content providers, etc.

“Vendor” means a user who is registered to sell products or services on the Site. The terms “Seller” and “Merchant” have the same meaning.

“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Tradeit on or its Affiliates.

“Your Personnel” means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

“Your Transaction” means any sale of Your Product(s) through the Site.

3. Interpretations

3.1. In this Agreement, unless the context otherwise requires:

3.1.1. Words importing persons or parties shall include natural person, entity, partnership firm, organization, operation, Company, HUF, voluntary association, LLP, joint venture, trust, limited organization, unlimited organization or any other organization having legal capacity

3.1.2. Words importing the singular shall include the plural and vice versa, where the context so requires

3.1.3. References to any law shall include such law as from time to time enacted, amended, supplemented or re-enacted

3.1.4. Reference to one gender shall include a reference to the other genders

3.1.5. References to the words “include” or “including” shall be construed without limitation

3.1.6. References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement

3.1.7. The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement

3.1.8. The word ‘written’ shall include writing in electronic form and ‘signed’ shall include an electronic signature or any other electronic communication which signifies the sender’s or originator’s intention to be bound by such electronic communication.

ENROLLMENT

4. Onboarding Process

4.1.Personal data. To begin the enrollment process, you must complete the vendor registration process. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with our Privacy Notice.

4.2. Verification. We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Merchant Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Merchant Account information promptly upon any change.

5. Relationship of Parties

5.1 You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Tradeit, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

5.2 Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational. Also, while we may help facilitate the resolution of disputes, the Tradeit Marketplace has no control over and does not guarantee: the existence, quality, safety, or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

6. Confidentiality and Personal Data

6.1. During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Tradeit’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

6.2. You may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.

6.3. Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

7. Membership plans

Some people only want to sell a few items, others want to sell thousands of unique products. That’s why we offer a variety of membership options. Membership options determine the product categories you can list your products in and the total number of products you can list. You will be required to select a membership option with features that best suit your situation. You will be able to change your membership option at any time. You will have the ability to purchase a regular membership subscription using any payment method available on the Site.

8. Term, Suspension, and Termination

8.1. The term of this Agreement will start on the date of your completed registration for use of the Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact Us form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or Tradeit’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of the termination.

8.2. The provisions of this Agreement that relate to: (Intellectual Property), (Confidentiality), (Indemnification), (Representations and Warranties), (Consequences of Termination), (Governing Law) and (Dispute Resolution), and (Notices) shall survive the expiry or early termination of this Agreement.

PRODUCT LISTINGS AND OTHER CONTENT

9. Your Products

Products and Product Information. You will provide accurate and complete Required Product Information for each product or service that you offer on Tradeit Marketplace and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging), and your offer and subsequent sale of any of the same on Tradeit Marketplace comply with all Applicable Laws (including all minimum age, marking, and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Prohibited Products on Tradeit Marketplace; or provide any URL Marks for use, or request that any URL Marks be used, on Tradeit Marketplace. For more information on Prohibited and Restricted Products, and Required Product Information, please read our Product Listing Policy.

10 Product Authenticity and Safety

10.1. Authenticity/Authorization. Merchant is required to receive all Products sold through the Marketplace directly from the brand owner or from an authorized supplier of the brand owner, and Merchant must be an authorized merchant of the Products. Merchant shall maintain adequate processes and procedures for conducting diligence to ensure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon Tradeit’s request, Merchant shall promptly provide Tradeit with:

10.1.1. certificates of authenticity (or similar documentation) for Products and

10.1.2. documentation (e.g. email verifications from the brand owner or supplier) showing that the Merchant is permitted to sell specific brands or Products through the Tradeit Marketplace and within the Republic of Zimbabwe.

10.2. Safety, Testing and Certification. Merchant shall comply with, and ensure that all Products comply with, all product safety, testing and certification requirements under Applicable Law, and all other Laws.

11. Prohibited Products

Merchant shall only offer Products for sale on the Tradeit Marketplace that may be sold and shipped throughout Zimbabwe. Merchant shall not offer for sale any Products that Tradeit indicates as prohibited, including without limitation, the Prohibited Products listed in the Product Listing Policy. Tradeit may update the list of Prohibited Products from time to time and Tradeit Marketplace shall notify Merchant of such updates by email and/or through the Seller Central portal.

12. Problems with Your Products

12.1. Delivery Errors and Nonconformities. You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.

13. Product Recalls and Defects

13.1. Merchant is solely responsible for any non-conformity or defect in, or any public or private recall of Merchant’s Products. Tradeit shall have no responsibility or liability for any recalls of Products sold on the Tradeit Marketplace. If Products are subject to a recall, Merchant is responsible for all matters, costs and expenses associated with such recall, including without limitation, notices and refunds to Customers, contact and reporting of the recall to any governmental agency having jurisdiction over the affected Products, and compliance with all applicable Law with respect to such recall. Merchant shall promptly remove any recalled Products from the Tradeit Marketplace by unpublishing the Product from the Marketplace. Merchant shall of all Product recalls within 24 hours of becoming aware of the recall. Merchant shall promptly provide Tradeit Marketplace with all information reasonably requested in connection with the recall of any Product.

13.2. You shall promptly notify us of any recalls or potential recalls, or safety alerts of any of Your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes.

ORDER MANAGEMENT

14. Order Processing and Fulfillment

You shall: (a) source, offer, sell and fulfill your Products in accordance with the terms of this Agreement, and all terms provided by you or us and displayed on the Tradeit Marketplace at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the Tradeit Marketplace at the time of the applicable order or as may be required under this Agreement; (e) fulfill all Orders received through the Tradeit Marketplace; (f) provide to Tradeit information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all pre-order instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) send customers emails confirming orders or fulfillment of Your Products.

15. Order Status and Update

15.1. Immediately after a customer places an order on the Tradeit Marketplace, Tradeit shall relay the order information to You. You shall process all Orders via your Tradeit Merchant Portal. Upon receiving order information, You shall update the Order status for the duration of the Order processing period.

15.3. Unless you accept offline payment methods in your store, you shall only receive Orders that have been paid for in full. You will receive all Sales Proceeds through your chosen payment gateway.

15.4. You shall update the Order status each time a major milestone in the order processing journey is reached, e.g. “Accepted”, “Processing“, “Ready for Collection“, “Out with Courier“, “Delivered“, etc. It is important to keep the customer informed as their order goes through the Order processing and delivery process.

16. Shipping and Delivery

16.1. You shall at your own expense, be solely responsible for, and bear all liability for, the fulfillment of all your customers’ orders, including without limitation, packaging and shipping of Products, securing the services of and payment of any courier, and Customer service. You agree that legal ownership and all risk of loss of the Products remains with you until the Customer receives the Product.

16.2. You shall ship only the Product purchased by the Customer and will not include any additional Products, substitute Products, materials or information not purchased by the Customer, other than those materials included in all shipments as long as such materials do not in any way promote other third-party marketplaces.

16.3. You shall endeavor to deliver all your products within the time frames stipulated on your product pages. Products that are marked “In Stock” must be dispatched within 48 hours of receiving the order.

16.4. You accept that you shall be obliged to honor all Orders based on the price and availability stated on the Marketplace as of the date of Order, notwithstanding that You may have only been notified of the Order after the actual date of Order. Tradeit shall use all reasonable and commercially viable means to endeavor to keep delays in order notification to a minimum.

16.5. You shall have the sole obligation to deliver all customer orders whether directly yourself or through third-party courier services.

16.6. You shall determine the shipping and handling charges subject to our Shipping Policies and standard functionality. If your shipping methods are not set up properly our system may determine the shipping and handling charges to enable customers to complete the checkout process without encountering checkout errors. You shall endeavor to fulfill any such orders, without asking the customer to pay additional shipping fees.

16.7. Once Tradeit has transmitted an Order to You, You shall, at your own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Marketplace, including the accurate picking and packing of all applicable orders, including without limitation, any ad hoc customer service requests from Tradeit.

16.8. If You cannot fulfill the entire quantity of an order line on an Order, then You shall partially fulfill the order and give it a “Partially Fulfilled” status, and thereafter fulfill all other lines in the Order and promptly notify Customer of such status.

16.9. All packaging material needs to comply with the minimum packaging standards as set out in the relevant Product Packagingl Guide. Under no circumstances should packaged Orders contain any marketing or other materials that are not included as standard with regard to the specific Product being sold.

17. Delivery Timeframes

17.1. You shall ship each Product within the stipulated delivery time frame and immediately after receiving the Order Information from Tradeit. If You cannot meet the delivery time frame for any Product, you shall provide the Customer with an email notification of such delay.

17.2. You shall be fully liable for any fines, costs or expenses incurred by Tradeit or by a third party resulting from any failure to satisfy your own delivery Standard for any Product. You shall indemnify and hold harmless Tradeit and its officers, directors, employees and agents for any losses, liabilities, fines, costs or expenses resulting from such failure. You shall be solely liable for all costs related to any duplicate or inaccurate shipments based upon your acts or omissions.

18. Digital Downloads

18.1. With downloadable products, such as software, where the buyer does not need to wait for shipping, you shall send the buyer a download link and security code within 1-3 hours (up to 1 business day if you require additional verification to process the order).

19. Order And Customer Service Level Agreement

19.1. Tradeit is committed to excellent customer service. Merchants who sell on Tradeit must endeavor to meet the following service levels:

19.1.1. Maintain a successful “On-Time” delivery record of at least 99%.

19.1.2. Ensure that the correct Product is delivered to the correct Customer at a rate of 99.9%.

19.1.3. Maintain a Customer Orders cancellation rate (excluding Customer requested cancellations) of 1.5% or less.

19.1.4. Returns due to damaged or defective Products shall not exceed 3% of Sales Proceeds.

19.1.5. Positive ninety-day Merchant ratings by customers must remain above 90% at all times.

19.1.6. Merchant shall constantly update the order status during the order processing period as well as provide shipment tracking information (if available). This gives customers a more accurate expectation of the delivery date and protects sellers from potentially receiving negative feedback due to unfulfilled expectations.

19.1.7. Merchant shall send a refund request to Tradeit through the Seller Portal on Tradeit, within 24 hours of receiving a Customer refund or adjustment request.

19.1.8. Ninety percent (90%) of emails received from Tradeit shall be answered by Merchant within twenty-four (24) hours of receipt.

19.2. Merchants who persistently fail to meet the required performance standards stipulated in this service agreement risk having their accounts suspended by Tradeit.

19.3. Tradeit may, at its discretion, work with a Merchant to remedy any poor performance issues. The failure of Tradeit to require at any time performance by Merchant of any of the provisions herein, may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of Tradeit to enforce each and every provision after such event.

20. Cancellations, Returns, and Refunds

20. For all of your products you will accept, and process returns, refunds, and adjustments in accordance with this agreement. The buyer is subject to the Seller’s return policy. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping, and handling, or other charges) or other amounts to be paid by you to buyers in connection with Tradeit marketplace purchases and work directly with your payment processor. You will promptly provide refunds and adjustments that you are obligated to provide and as required by law, and in no case later than two (2) days after the obligation arises.

21. Ownership and Use of Transaction Information

21.1. Tradeit shall own all marketplace Transaction Information. Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, our Privacy policy and all applicable Law.

21.2. Seller (or any of its affiliates or related parties) may not directly or indirectly disclose or use any Customer Information or other Transaction Information, except as necessary to fulfill an order and perform customer service obligations under this Agreement.

21.3. Seller will not (i) use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes; (ii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or (iii) target communications of any kind on the basis of the intended recipient being a Customer.

22. Customer Service and Feedback

22.1. For products directly fulfilled by you, You shall have the sole responsibility to support customers who purchase your products on the Marketplace. We will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfillment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfillment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns, and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.

22.2. For products Fulfilled by Tradeit, we will be responsible for all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to all such products. We will determine whether a customer will receive a refund, adjustment or replacement for any such products and we will require you to reimburse us where we determine you have the responsibility in accordance with the Agreement. We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within thirty (30) days after our notification, in addition to your right to request that any products returned by customers to us be returned to you.

22.3. In situations relating to products Fulfilled by Tradeit where the wrong item was delivered or the item was damaged or lost or is missing unless we determine that the basis for such request is caused by you or any of your employees, agents, or contractors, we will, at our option: (i) ship a replacement product to the customer and reimburse you, or (ii) process a refund to the customer and reimburse you. Any customer refund will be processed in accordance with Tradeit’s Transaction Processing Service Terms. You shall be responsible for all costs associated with any replacement or return.

22.4. We encourage Registered Buyers on the Website to provide feedback to the Sellers after the transaction has been closed, this helps other Users to know the performance level of the said Merchant. Please remember that You cannot amend any feedback posted by customers. You may not take any actions that may undermine the integrity of the feedback system. If You continue to receive negative feedback ratings, Tradeit reserves the right to suspend Your membership, and You will be unable to continue using the Website.

PAYMENTS AND BILLING

23. Payment Processing

23.1. Tradeit uses third-party payment providers for sellers to receive payments from the buyers. Payments for Products on the Site shall be made directly by a Customer to the Seller through the Site, using an independent, third-party payment processor. In order to be able to receive payments, therefore, you must have an account with at least one Payment Gateway listed on our platform. Payments shall be processed and funds released to you in accordance with the terms and conditions of your chosen payment processor.

23.2. Tradeit is not responsible for delays or erroneous transaction execution or cancellation of orders due to payment issues. Tradeit takes utmost care to work with 3rd party payment providers, but does not control their systems, processes, technology and workflows, hence cannot be held responsible for any fault at the end of payment providers. Further, Tradeit does not interfere with the process followed by payment processors to release payments to Sellers.

24. Monthly Membership Fees

24.1.1. Every Seller is required to pay a membership fee for each calendar month during which they are a member of the Site (“Monthly Subscription Fee”). This fee is based on a monthly rolling contract and there is no minimum commitment. For the avoidance of doubt, references to “monthly” in these Terms shall refer to calendar months.

24.1.2. The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly thereafter (“Due Date”) unless the Seller serves 30 days’ written notice to us to terminate these Terms under clause 8.1.

24.1.3. Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable) subject to receipt of a valid VAT invoice.

25. Transaction Fees and Commission

25.1. Tradeit charges sellers a transaction fee (commission) in respect of each sale made on the marketplace. The commission rate is based on the seller’s chosen membership plan. The commissions are inclusive of VAT and all other taxes thereon. We request You to review our transaction fees, which are hereby incorporated by reference into this agreement.

25.2. Tradeit reserves the right to change its Fees from time to time at its sole discretion including without limitation, the right to introduce fees for new services offered or amend/introduce fees for existing services, as the case may be. Any modifications to the Fees shall be posted on the Website and such changes shall become effective immediately.

25.3. You are responsible for paying all fees associated with the use of the Site and You agree to bear all and any applicable taxes and charges, etc. levied thereon in accordance with the applicable Law.

25.4. Tradeit reserves the right to issue a warning, temporarily /indefinitely suspend or terminate Your membership of the Website, and refuse to provide You with access to all current and future use of the Website in case of non-payment of fees by You to Tradeit. Tradeit also reserves the right to take legal action in case of non-payment of fees.

26. Penalties for Late Payment

26.1. Without limiting any of our other rights, if the Seller fails to pay to us any amounts owed to us under these Terms on the due date for payment, at our option we shall have the right to:
26.1.1. charge the Seller interest on the overdue amount at a rate of 4% per annum above the Reserve Bank base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Seller must pay us interest together with the overdue amount; and/or
26.1.2. seek any other payment or reimbursement from you by any other lawful means; and/or
26.1.3. grant you only Restricted Access to the Seller Admin Panel with immediate effect; and/or
26.1.4. cancel the Seller’s membership with immediate effect.

27. VAT and other Taxes

27.1. All amounts stated on the marketplace are stated inclusive of VAT and any other taxes applicable to the transaction. The seller acknowledges that:

27.1.1. commissions shall be calculated as a percentage of the selling price (being the price set by the vendor at the time of the order) inclusive of VAT and any other taxes charged to the buyer;
27.1.2. commissions are inclusive of VAT and all other taxes thereon; and
27.1.3. in the event of any upwards revision in the rate of VAT or any other applicable taxes, the amount of the commission shall be automatically adjusted to ensure that Tradeit’s net revenues remain constant.

27.2. The seller shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.

27.3. Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.

Tradeit’S WEBSITES AND SERVICES

28. Access and Use of the Website

28.1. You must only use the Website through the interfaces provided by us and in accordance with these terms and any applicable law.

28.2. You must not (or attempt to):

28.2.1. interfere (or attempt to interfere) or disrupt (or attempt to disrupt) our site or the servers or networks that host our site;

28.2.2. use (or attempt to use) data mining, robots, screen scraping or similar data gathering and extraction tools on our site;

28.2.3. interfere (or attempt to interfere) with security-related or other features of our site; or

28.2.. use, copy or distribute (or attempt to use, copy or distribute) content without our express permission.

28.3. We may refer fraudulent or abusive or illegal activity to the relevant authorities. If you have an account with us, you are solely responsible for the activity that occurs on your account (including orders placed using your account), and you must keep your account password secure. We are not responsible for any unauthorised activity on your account if you fail to keep your account login information secure.

28.4. You must not use another member’s account without our, and/or the other user’s, express permission. If you suspect or become aware of any unauthorised use of your account or that your password is no longer secure, you must notify us immediately and take immediate steps to re-secure your account (including by changing your password).

28.. We do not warrant that the Website will be available at all times and without disruption and we provide no warranties in relation to the content of any other website linked to or from our Website.

29. License Of Seller’s Content

29.1. Seller hereby grants Tradeit, its affiliates, and marketing partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Seller Logos) in connection with the sale of products through the Tradeit Site and for the listing, advertising, marketing and promotion of such products, including without limitation, through the Tradeit Site, third-party websites, e-mail, social media or any other medium. Seller agrees that Tradeit may permit users of the Tradeit Site to share and post Content on their own social media outlets.

29.2. Seller hereby grants Tradeit and its affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Seller’s Logos during the term of this agreement.

30. Representations

30. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the Republic of Zimbabwe and that you are registering for the Service(s) within Zimbabwe; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

31. Indemnification

31.You will defend, indemnify, and hold harmless Tradeit, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Tradeit ), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

32. Tradeit’s indemnification obligations

Tradeit will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to (a) Tradeit’s non-compliance with applicable Laws; or (b) allegations that the operation of Tradeit’s Marketplace infringes or misappropriates that third party’s intellectual property rights.

33. Warranty Disclaimer & General Release

33.1. THE Tradeit SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE Tradeit SITE, THE SERVICES, AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Tradeit SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

33.2. BECAUSE Tradeit IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES Tradeit (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

34. Limitation of Liability

Tradeit WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY, OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF Tradeit HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO Tradeit IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

35. Insurance, Risk, And Ownership

35.1. Merchant will maintain, at Merchant’s expense, commercial general, umbrella and/or excess liability in the aggregate covering liabilities caused by or occurring in connection with this Agreement or Merchant’s business (including without limitation, product, completed operations, hijacking, overturning and bodily injury), or as otherwise required by Tradeit from time to time. All such policies will be occurrence-based, will include Tradeit as an additional insured, and will contain a waiver of subrogation.

35.2. The Merchant acknowledges that it shall retain all risk in and to the Products until the Products have been delivered with a proof of delivery signed by the Customer. Ownership in and to the Products shall pass to the Customer when the Products have been delivered with a proof of delivery signed by the Customer.

GENERAL

36. Validity and Enforceability of Terms

36.1. If any provision or part-provision of these Terms is or becomes void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority) then that provision shall be deemed deleted to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. If any provision or part-provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

36.2. These Terms shall not be enforceable by a person who is not a party to them.

36.3. No variation of these Terms shall be binding unless made in writing and signed by you and us.

36.4. These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

37. Force Majeure

37.1. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

37.2. We shall not be responsible if we are prevented from or delayed in performing any of our obligations hereunder, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, lockdown, COVID-19 related matters, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

38. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Tradeit Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

39. Modification

39.1. We reserve the right to change, modify or update any information in this Agreement at our absolute discretion.

39.2. We may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will, however, notify you about any change or modification in advance.

39.3. Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement immediately.

40. Password Security

Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

41. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, Zimbabwean Government, or any other applicable government authority.

42. Choice Of Law, Jurisdiction And Venue

The Parties mutually acknowledge and agree that this Agreement will be construed and enforced in accordance with the Laws of the Republic of Zimbabwe and without regard to any conflict of law provisions. The Parties agree that in any dispute arising from or related to this Agreement, shall be subject to the exclusive jurisdiction of the North Gauteng High Court, Johannesburg. The Parties mutually acknowledge and agree that they will not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of the forum or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. The Parties acknowledge that they have read and understood this Section and agree voluntarily to its terms.

43. Miscellaneous

43.1. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Tradeit, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Tradeit as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Tradeit retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies. Because Tradeit is not your agent (except for the limited purpose set out in the Transaction Processing Service), or the customer’s agent for any purpose, Tradeit will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.

43.2. Tradeit will provide notice to you under this Agreement by posting changes to Seller Central or to the applicable Tradeit Services site to which the changes relate (such as the Developer Site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to Tradeit to our Merchant Support team via Seller Central, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in Seller Central, as applicable. You will ensure that all of your information is up to date and accurate at all times.

43.2. If any provision of this Agreement is deemed unlawful, void, or for any reason is unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

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