KITARA LIMITED operates a platform (www.kitara.ng) hereinafter referred to as the ‘website’ ‘the site’, the ‘platform’, that provides VENDORS with an opportunity to sell their products to the public over the internet. KITARA LIMITED partners with some logistics companies to deliver the VENDOR’S products to the public.
SCOPE OF THIS CONTRACT
This present contract governs the contractual relationship between KITARA LIMITED and the VENDORS that list their products on the KITARA platform
KITARA LIMITED is a Limited Liability Company registered under the Companies and Allied Matters Act CAP C20 LFN 2004 with its office at No. 21 Moses Majekodunmi Crescent, Utako, Abuja (hereinafter referred to as “KITARA”) of the first part.
And, the ‘VENDOR’, including its representatives, assigns of the second part
“KITARA” is in the business of facilitating e-commerce/online shopping experience in Nigeria, via its website www.kitara.ng
The ‘VENDOR’ is a company registered under the laws of the Federal Republic of Nigeria, selling products allowed by such laws to the public. OR ANY ENTITY DESIROUS OF OPERATING A STORE ON www.kitara.ng selling products allowed by of the Federal Republic of Nigeria and agrees to be bound by this ‘VENDORS AGREEMENT’
The ‘VENDOR’ intends to sell its products on www.kitara.ng and “KITARA” agrees to allow the VENDOR to use its website for this purpose on the ultimate agreement that customer satisfaction is the paramount interest of both parties and this contract is based on the following terms and conditions:
All listings on www.kitara.ng must be in English language ONLY.
- VALIDITY AND ACCEPTANCE OF THIS CONTRACT
This agreement is considered as valid and accepted by the ‘VENDOR’ as soon as the ‘VENDOR’ or any of its representatives have signed it or processed an order through www.kitara.ng. This contract remains valid until terminated by either party via a one-month notice in writing.
This contract expressly supersedes all prior agreements or arrangements whether oral or written with the VENDOR, including the VENDOR’S general terms and conditions of sale.
The ‘VENDOR’ expressly accepts as valid and to be bound by all terms and conditions in this contract as well as all annexes, appendices, mentions of the VENDOR in this contract and as provided in all terms and conditions and other “Kitara policy’’ documents as accessible on www.kitara.ng
All transactions of the VENDOR on the KITARA platform is bound by the acceptance of all the details of the terms and conditions of this contract, all annexes and appendices mentioned in this contract and available on www.kitara.ng
If for some reason and at any point in time, KITARA LIMITED does not demand the fulfilment of any term(s) of this contract, or any term(s) in this contract is found to be invalid, this does not mean that KITARA LIMITED will not demand the fulfilment of all other conditions of this contract and also does not invalidate other terms and conditions in this contract.
All transactions on www.kitara.ng must be in Nigerian Naira.
- DEFINITION OF THE TERMS USED IN THIS CONTRACT
- KITARA POLICY DOCUMENTS: These are all the documents that detail the conditions for the use of www.kitara.ng and are available on the site
- CUSTOMER SERVICE/SUPPORT: Customer Service/support is provided by KITARA LIMITED to manage the general relationships between KITARA LIMITED and its customers
- VENDOR SUPPORT CENTER: VENDOR support service is provided by KITARA LIMITED to manage the general relationships between KITARA LIMITED and its VENDORS.
- FINAL DELIVERY: Transfer of the ownership of the product to the final customer.
- KITARA HUB: A business location owned, or operated by KITARA LIMITED or one of its logistics partners where the VENDOR can drop items and where eligible, pick up returned items.
- SHIPPED: A product is considered shipped when the item has been dropped off at the business location of any of our logistics partners.
- A BUSINESS DAY: A day (excluding Saturdays and Sundays) on which commercial banks are generally open for operation in Nigeria.
- CONTRACT: The contract (documentation) entered into between KITARA and the VENDOR that governs the use of all services provided by KITARA LIMITED to the VENDOR on www.kitara.ng
- CANCELLATION: The fact of the VENDOR cancelling an order received on www.kitara.ng. This cancellation can also be called an out of stock (OOS) in communications with KITARA LIMITED’s customers.
- DROP SHIPPING: In this procedure, the VENDOR commits into selling only goods that he owns or that he is entitled to sell and retains the responsibility of the management of its stock and ensures that all products ordered are ready to be delivered to the customer via Kitara’s third party logistics providers.
- IN WRITING/WRITTEN: Includes electronic mail to the e-mail address designated by KITARA LIMITED for the purpose of communication between KITARA LIMITED and the VENDOR, and any comparable means of communication, so long as such form results in a permanent record being made
- INTELLECTUAL PROPERTY: Industrial property rights, patent, copyright, registered or unregistered design, registered or unregistered trademark, design right, service mark or other industrial or intellectual property right including all applications and uses of any of them
- SPECIAL PRICE: This is a discounted price that is lower than the original price of the listed product for a specified period of time.
- CONTACT INFORMATION: This is the correct and up to date information provided by the VENDOR on how KITARA LIMITED can communicate or get in touch with the VENDOR. These include a single phone number, e-mail address, company name, Tax ID number and physical address.
- ACCOUNT RELATIONSHIP MANAGER: A specialized agent dedicated to providing support to the VENDOR on www.kitara.ng at the discretion of KITARA LIMITED.
- SHOP: all the products listed by the VENDOR on kitara.ng
- VALUE ADDED SERVICES: List of logistics, warehousing, commercial and marketing services proposed by KITARA LIMITED and its partners and affiliates to the VENDOR and for which the VENDOR can subscribe against the payment of a fee.
- SKU (Stock Keeping Unit): A unique description of an item on sale.
- CUSTOMER: Refers to all Customers shopping on kitara.ng. KITARA LIMITED is the sole owner of all relationships with its customers, hence, the VENDOR is expressly forbidden to use any customer information gathered while operating as a VENDOR on www.kitata.ng for its use of any sort.
- VAT: Value Added Tax as applied by the relevant tax authorities.
- Third-party logistics partner: A logistics partner and a KITARA LIMITED subcontractor providing logistics support services for products sold on kitara.ng.
- TAX IDENTIFICATION NUMBER (TIN): Official Tax Identification Number or any valid tax authorities reference attached to the business of the VENDOR and registered to legal national authorities.
- MODIFICATION AND/OR TERMINATION OF THIS CONTRACT
This contract is valid until it is terminated by:
- The VENDOR in writing giving 30 days’ notice to KITARA LIMITED. This letter should be duly registered and acknowledged by KITARA LIMITED. The VENDOR has no right to modify this contract.
- Any case of Force Majeure
- By KITARA LIMITED if the VENDOR repeatedly gets bad reviews, defaults on any of the terms and conditions on this contract and/or its annexes (if any), or fails to meet the standard operational performance required by KITARA LIMITED to provide customer satisfaction on kitara.ng. KITARA LIMITED reserves the right to modify this contract at any time without any notice to the VENDOR. This change or modification shall become valid and binding on the VENDOR when updated on www.kitara.ng and/or an email notifying the VENDOR is sent to the VENDOR’S registered mail with www.kitara.ng.
- GOVERNING LAW
This Agreement is governed and interpreted in accordance with the laws of the Federal Republic of Nigeria. The parties to this contract shall continue to uphold their respective contractual obligations at all times and circumstances until the resolution of any conflict or dispute in accordance with the terms and conditions of this contract.
- DISPUTE RESOLUTION
Any dispute under this contract shall be mutually resolved by the parties. If this fails, the parties agree to appoint a certified Arbitrator. All disputes shall be settled by arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria (2004). The place of arbitration shall be Abuja, FCT. The AWARD by the arbitration tribunal shall be final and binding upon the parties.
- Rights and responsibilities of the Vendor:
The VENDOR hereby agrees that all Notices/Letters to be given/served under this agreement shall be in writing to this designated email: vendorsupport@kitarang.
It is the responsibility of the VENDOR to ensure that its contact information on www.kitara.ng is constantly correct and up to date. All messages sent to the VENDOR through their registered email shall be sufficiently served and will be deemed to signify an agreement between both parties to this contract whether a response is received from the VENDOR or not.
- Full Disclosure
The VENDOR agrees to fully disclose ALL relevant information (including personal) needed regarding its business and its operations to KITARA LIMITED to enable www.kitara.ng meet up with its obligations of premium customer satisfaction. The VENDOR further agrees that KITARA LIMITED reserves the right to publish customer reviews.
- Product Pricing:
The VENDOR is responsible for setting the prices of its products listed on the Kitara platform. The sale price must be inclusive of all applicable taxes and abide by all pricing laws that are in effect for the duration of the listing. If the VENDOR lists a product at a certain price and declines to accept an order at such listed price because the product price was not updated as at when due, this is a breach of contract that may result in store suspension. It is the duty of the VENDOR to ensure that prices are always updated.
- Product Listing
The VENDOR agrees that they will be responsible for listing their own products, and further acknowledges that only products that pass the www.kitara.ng quality check will be approved for listing on www.kitara.ng. The VENDOR hereby expressly certify that the description of the products listed on www.kitara.ng abides by all applicable laws, are correct and in conformity with its description (text and images) on www.kitara.ng.
In cases of non-conformity with the description (text and images), KITARA LIMITED will take actions to delist the product and inflict penalties on the VENDOR.
IMPORTANT TIPS FOR ATTENTION-GRABBING PRODUCT LISTINGS
- UPLOAD GOOD IMAGES: Product images are the most essential element on an online store as it helps for good product presentation. It is recommended that you take the following into consideration for best results:
- Always use photos with a white background.
- Ensure that your image has a minimum of 300dpi before uploading them.
- Always use images that are not fuzz or are too small to see any fine details.
- If your product has multiple color variations, ensure you have pictures of the different colors.
- Also have alternate views of the product to help customers get a 360 view of your product
- Ensure size is between 100KB and 2MB
- FONT SIZE: Use bold headers with font sizes of 12 or 14 at maximum.
- APPROPRIATE LANGUAGE: Your language should be appropriate. Use of profane or obscene language is totally prohibited.
- PRODUCT TITLE: A good product title is a comprehensive summary of the product. In naming a product to ensure that you create an effective title by using descriptive keywords that can make your title as clear as possible Including specifics such as brand name, size, color or model number
- PRODUCT DESCRIPTION: It is necessary to give a detailed description of a product in the best way you can in at least 200 words. This can be done by ensuring you write your own unique description that incorporates relevant keywords, phrases and content that highlight the key functions and benefits of the product so that customer know what to expect. Avoid using manufacturers descriptions because these tend to be generic and provide little or no attempt at engagement.
- ORDER PROCESSING:
After a notice of the receipt of the order via the VENDOR’S registered email on www.kitara.ng, the VENDOR promptly processes all orders (i.e appropriately packages items for delivery with all reasonable care, print the buyers invoice, acknowledgment of receipt. Orders should be confirmed by the VENDOR and dropped off with the buyer’s logistics partner of choice within a maximum period of forty eight (48) hours. Late fulfilment and repeated cancellations will result in penalties applied to the VENDOR.
If for any reason the VENDOR is unable to fulfil orders for a substantial period of time, the VENDOR must turn off all SKUs of his/her store at least five business days before the period of absence to avoid failure to fulfil new orders.
The VENDOR shall provide the name of one dedicated employee for the management of its stock, shop and all other responsibilities on www.kitara.ng
- Packaging Guide:
The VENDOR will package its products appropriately for shipping. Products should be safely, adequately packaged and labelled for easy identification, guarding against falls, being crushed, high and fluctuating temperatures, etc.
KITARA LIMITED and/or its third party logistics partners may audit the packaging practices of the VENDOR and may refuse to ship an order for which the packaging is not appropriate. Penalties or delisting may be applicable on the VENDOR for any delays resulting from this.
- The VENDOR commits to subscribing to the Kitara return policy.
- KITARA LIMITED or her third party delivery partners shall not be held responsible or liable for any escalation of all issues not done within 20 days from the day a shipment is updated to “Returned”.
- The VENDOR undertakes to retrieving items that have been processed for return within 14 days. Failure to do so will result in forfeiture of ownership of such products.
- The VENDOR shall provide all warranty information (if any) on the product pages, accept returns or refunds of Goods returned by customers on all orders on kitara.ng as long as it conforms with the return policy.
- In case of products returned, a quality control is done by KITARA LIMITED to further confirm the reason for the return and determine who is responsible for the return of the product. This is handled on a case by case basis. Whoever is responsible for the return takes full responsibility for reimbursement and customer satisfaction. In case of disagreement over the quality control procedure, the VENDOR shall open a dispute procedure with sufficient verifiable evidence. The quality control and assurance undertaken by KITARA LIMITED is final and will always be considered as the only valid control and the final arbiter in all cases of return related disputes .
- KITARA LIMITED reserves the right to modify, change or overhaul its return policy at any time with a 7-day notice to the VENDOR. The VENDOR must accept ALL changes in the return policy.
- Product warranty: Where available and applicable, the VENDOR undertakes to provide a manufacturer’s warranty for its products and/or to replace all defective products (Dead on arrival). The details of the warranty (if any) for the products must be explicitly stated on the product page.
- Counterfeited products:
The VENDOR expressly undertakes to list only authentic products on www.kitara.ng and to abide by every applicable law and regulation governing the sale of such products. Failure to adhere to this clause will result to immediate termination of the contract. The VENDOR shall keep KITARA LIMITED harmless of any dispute regarding any breach of such laws and regulations. Legal action may be instituted against VENDORS found to have sold counterfeit products to customers.
Every VENDOR is to guarantee that his level of understanding of KITARA LIMITED’s operating model allows him to operate his shop independently. Training material is offered by KITARA LIMITED for the VENDOR. This training is set up in order to prepare the VENDOR for the management of its shop on www.kitara.ng. This training can be found here.
- Payments terms:
- For all paid orders, payments made are less agreed deductions (commissions, penalties, etc). The payments shall be remitted into the sellers registered account on kitara.ng after the shipped orders have been confirmed as satisfactorily received by the buyer and the return policy stated on the product has expired and no dispute was raised.
- For “Pay on Delivery orders”, the VENDOR shall remit the commission stated in the KITARA invoice for “Pay on Delivery orders” within 2 business days of receiving the invoice for any given month in which such sales were made. Failure to strictly adhere to this term may result in store suspension and/or termination.
- VENDORS CONTENT AND INTELLECTUAL PROPERTY RIGHTS:
- The VENDOR grants to KITARA LIMITED the perpetual rights and licenses to use, reproduce, modify, adapt, publish, translate and create other contents and to distribute all content provided by the VENDOR to promote kitara.ng or for any other purpose KITARA LIMITED sees fit. The VENDOR further undertakes that all content provided to KITARA LIMITED is solely and exclusively owned by the VENDOR and/or that the VENDOR has the rights/licenses to use such Content in this manner and that such Content does not directly or indirectly infringe or violate any intellectual property rights and is able to grant and hereby grants an irrevocable, non-exclusive and royalty-free license to use all such Intellectual Property for the purposes it is used on www.kitara.ng which includes but is not limited to marketing and featuring the products on the Platform. The VENDOR shall keep KITARA LIMITED harmless of any dispute regarding any breach of such third party intellectual property rights and duly compensate KITARA LIMITED for any loss suffered and KITARA LIMITED reserves the right to remove such content immediately and may terminate the relationship with the VENDOR if the VENDOR repeatedly fails to comply with this term.
- The VENDOR shall hold KITARA LIMITED harmless of all dispute resulting from third-party reposting of its content on kitara.ng. If the VENDOR decides to use its own content hosted on www.kitara.ng the VENDOR undertakes to acknowledge www.kitara.ng as the source of this content (images, text, drawings, graphics, etc) by providing a link back to its listing page on www.kitara.ng. Ownership rights of all content provided by the VENDOR still reside with the VENDOR. The VENDOR shall not use any Intellectual Property belonging to KITARA LIMITED without the requisite written approval from KITARA LIMITED.
- kitara.ng will not be liable for any errors of omission or for any sort of incomplete information provided by the VENDOR. In the event of any of the above, the VENDOR is still liable to pay all fees owed to www.kitara.ng
- The VENDOR will Keep KITARA LIMITED harmless of any suit, dispute arising from any sort of product misrepresentation on kitara.ng, presenting on the platform illegal information on products, listing products the VENDOR doesn’t have a valid license to operate.
- SELLER ACCOUNT CREATION:
VENDORS who want to list their products for sale on www.kitara.ng are required to create only one account, with one email and to designate staff responsible for handling all operations on www.kitara.ng. Kindly note that the VENDOR cannot make a product listing for a third party. This account is also not transferrable without the express written consent of KITARA LIMITED.
The VENDOR is responsible for any damage caused to any third party for any reason at all, including but not limited to matters that bring legal actions against the VENDOR by a third party.
The VENDOR also commits to compensating www.kitara.ng, its administrators, assigns, managers, owners, employees, subcontractors, suppliers against any loss, expense, damage or cost (including lawyers’ fees) resulting from any violation of any of the terms and conditions of this contract by the VENDOR or of the misuse of the www.kitara.ng platform.
In all product listings, the VENDOR indemnifies KITARA LIMITED of all harm and bears all responsibilities including not limited to the following:
- All legal implications related to the damages the VENDORS products can cause, including but not limited to physical, emotional and health damages, material damages, loss of revenue or loss of business.
- The VENDOR guarantees that he has the right and requisite authorization to sell every product listed on kitara.ng by the VENDOR (including sensitive goods, items under legal restriction that requires licensing or any sort of authorization from any governing/regulatory body) and that he is fully compliant with every law of the country, including tax laws, all relevant regulations applicable, as well as all storage, processing and commercialization guidelines and provisions stipulated by the manufacturer of the product and all relevant regulatory bodies.
- All listings must specify the requirement of the applicable regulation in the product page.
- All listings must specify the applicable warranty (if any) in the product page
- That all listings by the VENDOR on kitara.ng will not contain links to other sites.
- That all selling prices indicated on the product pages are inclusive of all applicable taxes. This price should not be in the title of the product page.
- The VENDOR undertakes that he/she is the original author of the texts, drawings, photographs used in its product pages and further affirms that all the contents of its product pages comply with the legal obligations of its activity and are related to the images used.
- The VENDOR undertakes to sell only goods that he owns or that he is properly authorised to sell.
- If products have an expiry date, the VENDOR UNDERTAKES that any listed products will give the buyer at least 1 year before the last date of the consumption except in cases where the shelf life is less than one year. In such cases, the VENDOR should give the buyer at least three months before the last date of consumption.
- The sale of illegal articles is strictly prohibited on kitara.ng. It is the responsibility of the VENDOR to undertake due diligence on the legality or otherwise of the products the VENDOR lists or intends to list on www.kitara.ng
- RIGHTS AND OBLIGATIONS OF KITARA LIMITED
- The service provided by kitara.ng for a fee (known as commission) is limited to referring customers to the VENDORS on the KITARA platform, accepting orders, payments on their behalf, providing a range of logistics and marketing services, to be requested and purchased by the VENDOR.
KITARA LIMITED will communicate with the VENDOR using the information (phone number, address and email) provided by the VENDOR when registering on www.kitara.ng
- It is the responsibility of the VENDOR to ensure that its contact information is constantly correct and up to date. All messages sent to the VENDOR through their registered email shall be sufficiently served and will be deemed to signify an agreement between both parties to this contract whether a response is received from the VENDOR or not.
- KITARA LIMITED may utilize the services of subcontractors at its discretion to execute any part of this contract or part of the current or future services or contracts proposed to VENDORS and customers.
- KITARA LIMITED reserves the right to erase any or all product pages listed by the VENDOR, delay or reject the publishing of any image or product listing for any reason including but not limited to the reason of KITARA quality control.
- KITARA LIMITED will accept valid sales on behalf of the VENDOR and communicate the same to the VENDOR within one business day.
- KITARA LIMITED will control the placement of promoted products and their duration as submitted by the VENDOR.
- The VENDOR is responsible for packaging its items appropriately for shipping. KITARA LIMITED and/or its third party logistics partners may audit the packaging practices of the VENDOR and may refuse to ship an order for which the packaging is not appropriate. Penalties or delisting may be applicable to the VENDOR for any delays resulting from this.
- KITARA LIMITED will manage the returns of the VENDOR as provided in the KITARA return policy on kitara.ng
- KITARA LIMITED may conduct one or series of audits and tests over the products provided by the VENDOR to guarantee that no products sold on kitara.ng are counterfeited products. The above action does not constitute any sort of guarantee by KITARA LIMITED to the buyer for such products, all guarantees are provided by the VENDOR as to the authenticity of their products and the VENDOR is responsible for all liabilities arising from same.
- PENALTIES TO VENDORS
Penalties are enforced on the VENDOR to protect customer interests and the KITARA brand. Penalties can be financial penalties (fines) or non-financial (e.g delisting of VENDORS, product forfeiture, store suspension). Financial penalties will be deducted from the VENDOR’S payment. Penalties are enforced on the VENDOR for the following reasons. Kindly note that this list is not exhaustive:
- Breach of intellectual property
- Sale of inauthentic or counterfeited products
- Sale of used/refurbished product sold as NEW and not listed under the YARD SALE category on kitara.ng
- Non-conformity of the products to the description given by the VENDOR
- First confirmed incident of wrong product shipped to customer.
- VENDOR does not respond to a dispute or an arbitration case within 48 hours.
- High frequency of slow fulfilment of orders
- Cancellation of orders and wrong product or order status update e.g out of stock, marking an order as shipped or delivered when such updated action was never undertaken.
- High frequency of product return and/or high rate of confirmed defective products sold to customers
- Failure to pick up returned products after 14 days if the VENDOR received the notice of the arrival of the product to any pick-up location (penalty is product forfeiture)
- Breach/infringement of trade rules, laws and regulations.
- Use of the derogatory/offensive word in either oral or written communication with a customer or a KITARA representative or any of its subcontractors by a VENDOR
- VENDOR does not provide the resolution of an escalated dispute beyond 6 days or the agreed time for resolution as promised by the VENDOR
- VENDORS failure to remit commission stated in their KITARA LIMITED issued invoices for “Pay on Delivery orders” within 2 days of receiving the invoice for any given month in which sales were made.
Penalties for any of the infractions above or any other infraction not in the list above will be handled on a case by case basis.
- TERMS AND CONDITIONS OF PAYMENT TO VENDORS
- All revenues collected by KITARA LIMITED on behalf of the VENDOR are based on the orders successfully delivered to the customer. Products that are rejected and returned, and/or pending delivery are not included in this payment. Percentage Commissions due to KITARA LIMITED are deducted, as well as all penalties, third-party claims against KITARA LIMITED arising from the VENDOR’S conduct and performance under any contract and any other fees or payments enforced on the VENDOR, are also deducted and the balance duly remitted to the VENDOR’S account. All payments are made by bank transfer. Kindly note that all taxes on the products are borne by the VENDOR. The commissions are calculated as a percentage of the full selling price (inclusive of all taxes).
- KITARA offers its customers both prepaid and pay-on-delivery payment options for goods purchased. Kindly note that ‘Pay on Delivery’ is not available to all locations.
- Payments due to VENDORS shall be remitted into the VENDORS registered bank account on www.kitara.ng after KITARA agreed commissions, penalties and other payments due to KITARA LIMITED by the VENDOR are deducted, the shipped orders have been confirmed as ‘received’ by the customer and the return policy stated on the product has expired and no dispute was raised within the return window. (these are also known as CLEARED ORDERS)
- Payment to VENDORS is done 14 days after an ‘order is cleared’. (See iii above)
- On a frequency defined by KITARA LIMITED, KITARA LIMITED invoices the VENDOR. On this invoice may be found the commissions, fees for value-added services and penalties owed by the VENDOR to KITARA LIMITED
- KITARA LIMITED reserves the right to adjust its fees, percentage commissions, introduce further fees, and modify its fees at any time, etc provided notice of 14 days is served in advance to the VENDOR via their registered email.
- The price of the different fees for any purpose of payment is the one in effect on the day of the said transaction.
- Commissions collected by KITARA LIMITED: The currently applicable commissions are as follows:
|S/N||CATEGORY||COMMISSION (% RATE)|
|1.||TV & APPLIANCES||4%|
|4.||HOME & OFFICE||5%|
|5.||GROCERIES & AGRO PRODUCTS||4%|
|6.||REAL ESTATE & PROFESSIONAL SERVICES||0%|
The fact of selling on Kitara.ng is the equivalent of accepting these commissions. Where the commissions’ rate is less than N300.00, the commissions charged by KITARA LIMITED will still be N300.00
- ORDERS MANAGEMENT on www.kitara.ng
KITARA LIMITED operates the Drop Shipping model regarding orders on www.kitara.ng. With regards to drop shipping, the VENDOR retains the responsibility of the management of its stock and provides the product appropriately packaged and ready to be delivered to the customer, to KITARA LIMITED or any of its third-party logistics partners within 48 hours of notification of the receipt of the order.
The order must be confirmed through www.kitara.ng by the VENDOR. That way, the VENDOR gives confirmation that the product ordered by the customer is available to be transferred to KITARA LIMITED and sold.
The VENDOR will be able to drop directly its products processed in one of the hubs determined by KITARA LIMITED. This process is called “Drop-Off”. The responsibility for the product is transferred to the third party logistics partner of choice when the VENDOR receives acknowledgement that the item has been received by the delivery hub.
The VENDOR remains the owner of the goods until a valid sale is made. The responsibility for Products damaged before the transfer of responsibility between the VENDOR and the third party logistics partner will not be accepted by the third party logistics partner. KITARA LIMITED will ask the VENDOR for the free replacement (in working condition) of such damaged products.
The VENDOR undertakes to retrieve items that have been processed for return within 14 days. Failure to do so will result in forfeiture of ownership of such products.
If the VENDOR takes more than 48 hours to drop off the product to the third party logistics partner for shipping, KITARA LIMITED reserves the right to consider the product as OUT OF STOCK, cancel the order and charge applicable penalties.
- LIMITATION OF LIABILITY
The VENDOR indemnifies KITARA LIMITED of all claims, including but not limited to the following:
- All matters outside KITARA LIMITED’s control.
- The quality of goods and services provided by the VENDOR.
- Third parties’ claims arising from any breach of any terms and conditions of this contract, or the violation of laws and regulations by the VENDOR.
- VAT liabilities for all products sold rests with the VENDOR, KITARA LIMITED is only responsible for VAT on the amount of the commissions collected for its services.
- While KITARA LIMITED is diligent in discharging its responsibilities as it relates to www.kitara.ng, KITARA LIMITED cannot guarantee the permanent availability of www.kitara.ng, or that its service will be free from all malfunctions at all times, including but not limited to interruptions of its internet service, mobile website, the loss of data or information stored by KITARA LIMITED, theft or recording of data by a third party, etc.
- KITARA LIMITED reserves the right to alter its website, its services or suspend its services at the discretion of KITARA LIMITED.
- KITARA LIMITED does not guarantee any commercial results e.g sales, profits to the VENDOR on the products listed on www.kitara.ng.The responsibility of KITARA LIMITED is limited to referring customers to the VENDORS on the Kitara platform, accepting orders, payments on their behalf, providing a range of logistics and marketing services, to be requested and purchased by the VENDOR.
- The VENDOR will keep KITARA LIMITED harmless of any suit, dispute arising from presenting on the platform illegal information or products, as well as products he wouldn’t have a valid license to operate
- The VENDOR certifies that for all its listed products, the stock indicated as available is consistent with its real stock immediately available.
- KITARA LIMITED can cooperate with authorities and disclose the identity of the VENDOR to the legal authorities if the content of a product page does not comply with the VENDOR’S legal obligations if the VENDOR violates any governing laws and regulations of the Federal Republic of Nigeria.
- FORCE MAJEURE
In the event of force majeure, the Parties agree that they shall attach no liability for any inability to carry out any obligations under this Agreement, including but not limited to Acts of God, systems downtime, industrial action, server failure, civil disturbance,, strikes or lockouts, war, flood, insurrection. Where an event of force majeure subsists for more than One (1) month, the parties won’t necessarily have to respect their contractual obligations anymore without any indemnity. The party affected by the force majeure shall notify the other party in writing. The affected party undertakes to take all necessary measures to limit the effects of this force majeure.
Both parties shall not divulge to any unauthorized person or body any information obtained in this agreement or in connection with the performance of this agreement. Each party commits to using the information obtained only for the fulfilment of the terms and conditions of this contract.
Each Party hereby agrees to keep in the strictest confidence all information relating to or acquired from any other Party hereto in connection with the performance of this Agreement or any agreement provided for herein. Each Party agrees that it will not publish, communicate, divulge, disclose or use any information outside the scope of this agreement without the prior written consent of the other Party.
However, the obligation of confidentiality and non-disclosure of trade secret does not apply to information which, at the time of their transmission, is publicly known or seem obviously public.
- NON CIRCUMVENTION
Due to the valuable and sensitive nature of the information that both parties will divulge to one another during the course of the Agreement, each of the parties agrees that they will not attempt to circumvent the other in an effort to defeat the objective of this agreement.