Vendor Terms & Conditions
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.zwanayo.com website and the My Mobile App mobile application (the "Service") operated by Zwanayo ("us", "we", or "our").
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Service.
INTRODUCTION
By registering for a vendor account, you, the vendor acknowledge and agree to be bound by the following terms and conditions. Zwanayo reserves the right to modify and update its marketplace and mobile application at any time at its sole discretion (‘Agreement’). Any modification and update of the marketplace/application shall take affected immediately and be bidding on the vendor as soon as it has been published on the vendor portal and/or the Zwanayo website/application (as applicable) and/or may be communicated via email. This Agreement contains the terms and conditions that govern the Seller’s access to, and use of, the Zwanayo marketplace and is an agreement between the vendor and Zwanayo.
LICENSE OF SELLER’S CONTENT
License for Content The vendor hereby grants Zwanayo, a nonexclusive, royalty-free, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, and otherwise commercially exploit all Content in connection with the sale of products through the Zwanayo website and for the listing, advertising, marketing and promotion of such products, including without limitation, through the Zwanayo website/application, e-mail, social media or any other medium. The vendor agrees that Zwanayo may permit users of the Zwanayo website/application to share and post Content on their own social media outlets. License for Marks The vendor hereby grants Zwanayo, a non- exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display the Vendor Marks during the term of this agreement.
COMPANY SERVICE AND VENDOR REGISTRATION
Company Service
Zwanayo will provide the following services to vendors so that it may sell its products online through the Zwanayo website/Application.
- creation and access to a vendor dashboard and virtual storefront
- the uploading and categorising of products to be sold on the marketplace
- the facilitation of sales and creation of new opportunities for nationwide sale; and
- sale and marketing support when required at the discretion of Zwanayo
Vendor Registration
Only a Vendor with a Tax number may use the services provided by Zwanayo
All potential Vendor shall fill out the registration from and submit it through the Zwanayo website, who/which, if approved by Zwanayo shall become a registered Vendor
the Vendor shall thereafter be allocated log in details to the website via email; and shall thereafter gain access to there a online store on which its products may be advertised, together with an back-end Vendor dashboard, on which a Vendor can:
- obtain sales report,
- monitor its sales;
- obtain storefront analytics,
- interact with customers
- run promotions; and
- launch marketing campaigns
The vendor shall thereafter
Meet a representative of Zwanayo either in person or via video link, during which the representative shall assist the vendor in uploading its products to be sold on the website; as well as provide training as to the use of the website and Vendor dashboard.
PRODUCT INFORMATION AND OTHER CONTENT
Information for Products
The vendor will use the vendor Portal to list all the required information in relation to the product, pricing, inventory per product, stock code of product (“SKU”) and high quality image photo of each product.
The vendor shall adhere to the minimum requirements as set out on the Marketplace vendor portal and this Agreement.
In addition the vendor will:
- undertake to sell (“only”) brand-new and high quality products.
- update the vendor portal a minimum of once a Day on ensure that the information in relation of its products remain current and correct
- Provide Zwanayo through the vendor dashboard with a daily inventory feed for all Products;
- Provide Zwanayo with all Content requested by Zwanayo, including, without limitation, the Product information as set forth in the vendor dashboard;
- Only upload Products that fit into the categories as set forth in the vendor dashboard.
- Vendors will be held solely responsible for the accuracy of its Pricing, available Inventory and all Content for Products and will be obliged to honour any order placed by a Customer through the Zwanayo website as a result of the Content provided. Failure by the Seller to honour the applicable order shall be considered a material breach of this Agreement.
- All products uploaded to the website will be submitted to Zwanayo for approval, vendors will also be able the request the assistance of the company to perform the above task, through the communication channels in the vendor dashboard.
PRODUCT AUTHENTICITY AND SAFETY
Authenticity/Authorization
The Vendor hereby agrees to only sell products on the Zwanayo website that they directly own or from an authorised supplier of the brand owner, and the vendor must be an authorised reseller of the Products. The Seller shall ensure and maintain adequate processes and procedures for conducting diligence to guarantee that Products are authentic, authorised for sale, and not stolen, counterfeit, illegal or misbranded. At all times, the vendor will have available for a zwanayo inspection:
- Certificates of authenticity (or similar documentation) for Products
- Documentation (e.g. email verifications from the brand owner or supplier) showing that the Seller is permitted to sell specific brands or Products through the Zwanayo website
FEES AND PAYMENTS
Fees
- Zwanayo will received all amount generated through product sale on the website on behalf of the vendor, and vendors will have access to all their sales proceedings through the vendor dashboard.
- Upon choosing a vendor plan, the vendor agrees that Zwanayo will deduct a commission fee ranging from 5-18% from the total amount of each product sale depending on the vendor plan of the vendor.
- The commission fee percentage may be changed at the discretion of the company, however the company undertake to provide the vendor with a minimum of 1 (one) months’ notice in respect of any changes so vendors can adjust its selling price if need be.
Payment
- An Order is deemed complete only once, the product has been delivered with a proof of delivery signed by the customer;
- Zwanayo will make payment to the vendors for orders that meet the deemed Completion criteria on two two-week cycle, namely the 15th and 30th of each month. Via the preferred mode of payment selected by the vendor.
- For the sake of clarity, Orders that meet the Deemed Completion criteria on or before the 15th of a month will be paid on the last day of that month.
- Orders that meet the Deemed Completion criteria after the 15th of a month until the end of such month will be paid on or before the 15th day of the following month.
- All payment made to vendors by Zwanayo on the payment cycle listed above shall less the 5-18% commission fee listed above.
- Vendors can request a special arrangement with Zwanayo in regards of the payment of proceeds. Above changes are to be confirmed in writing and signed as an addendum to this agreement.
- Upon the commencement of this agreement the vendors undertake to paid the relevant monthly subscription to Zwanayo for their vendor plan.
- At Zwanayo’s option, all payments to the vendor will be made by means of electronic funds transfer or similar method.
- If Zwanayo concludes that the vendors actions and/or performance in connection with this Agreement may result in customer disputes, seller suspension or delisting, chargebacks or other claims, then Zwanayo may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to the Seller under this Agreement for the shorter of:
- A period of ninety (90) days following the initial date of suspension or delisting; or
- Completion of any investigation(s) regarding the Seller’s actions and/or performance in connection with this Agreement.
- The Parties agree that the vendor will be paid net of any Customer claims for delivery or refunds, delivery of returned items and re-delivery of replacement or repaired products due to vendor negligence.
PURCHASE/ORDER PROCESSING, FULFILLMENT AND SHIPPING
Orders Status Update
- Customers purchasing products through the Zwanayo website/Application will place orders using the Zwanayo checkout and payment gateway. Zwanayo will collect all proceeds from such transactions. The vendor will have access to all transaction information through the vendor dashboard. An email message will be sent to each customer confirming receipt of an Order, and throughout all the process.
- Vendors need to manage all orders via the vendor dashboard. The vendor dashboard requires vendors to update the order status for the duration of the Order and delivery process.
- Vendors will only receive orders that have been paid for in full and accepted by Zwanayo.
- Vendors are obligated to update the order status to “Accepted” (which means a confirmation by the vendors that it has stock or will be receiving stock), via the vendor dashboard within 4 (four) working hours of receiving an Order.
- The Seller is obligated to update the order status to “Ready for Collection” (which means the Order is picked, packed and ready for collection by the courier), via the vendor dashboard within 18 working hours of receiving an Order.
Risk of Fraud, Loss, and Cancellation
Zwanayo will bear the risk of credit card fraud occurring in connection with any Order.
The vendors shall bear the full risk in and to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customer’s may have additional rights against the Seller as a result of the terms and conditions contained on the Zwanayo Site (if any).
For suitably packaged and labelled Zwanayo Fulfilled Consignments, damaged or lost in transit, Zwanayo will compensate the vendor for the selling price less the commission due to Zwanayo. Zwanayo will not compensate sellers where Zwanayo and the courier believe that the damage is as a result of insufficient packaging or labelling.
Sellers are required to inform Zwanayo of their intention to claim for a damaged item within 2 working days of receiving the return for that damaged item.
- The item as items may be returned back to the vendor after dispatch or under the 14-day policy. Zwanayo will not be held responsible should a returned item not be fit for resale where the item was dispatched in original packaging only with waybill/stickers etc placed on to the packaging by the seller.
- Should an item be lost or damaged in transit, and the customer requests a replacement, the vendor is obliged to dispatch a replacement to the customer within 9 working hours of receiving notification from Zwanayo to dispatch the replacement, irrespective of any pending claims. Fulfilment of Orders
- Once Zwanayo has transmitted an order to vendor dashboard, vendors will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the vendor dashboard, including the accurate picking and packing of all applicable orders, including without limitation. Customer wishes to proceed. Orders will be updated accordingly where requested by the Customer.
- Zwanayo website will accept multiple different payment methods from Customers. The Vendor acknowledges that not all payment methods are processed by the relevant merchant bank within the same day in which they were received, and as such the vendor will only receive notification of an order after Zwanayo has received notification of payment for said Order.
CANCELLATIONS, RETURNS AND REFUNDS
Responsibilities
- Zwanayo shall process all Customer requests for cancellations, returns, refunds and/or customer service price adjustments. Vendors will stop and/or cancel any Order if requested by Zwanayo.
- For Zwanayo Fulfilled Consignments, where an Order is cancelled whilst already out for delivery, Zwanayo will notify the courier to return to vendor and will notify the vendor of this return.
- For Zwanayo Fulfilled Consignments which are “Ready for Collection”, Zwanayo will cancel the collection with the courier and notify the vendor of the cancellation.
- If the vendor still dispatches this cancelled order, Zwanayo will not be liable for any loss as a result of the delivery of an item to and non-recovery of the item from the customer.
The Seller expressly acknowledges and agrees that it shall at all times be bound by, and agrees to adhere to, the terms and conditions of the Zwanayo terms and conditions as may be updated and amended from time to time at the sole discretion of Zwanayo.
Refunds and Returns
Zwanayo retains the right to accept or reject all refund, return, and exchange requests by Customers. Zwanayo will process all refunds, returns, and exchanges immediately upon confirmation from the Vendor, which confirmation shall be provided by the Seller within 9 working (nine) hours from receipt of a request from Zwanayo or 18 working hours from receipt of a returned product for assessment, failing which the Seller will be deemed to have provided its confirmation.
Vendors have 18 working hours to assess a return and provide feedback via notes on the order in vendor dashboard. If the seller is disputing a return, this feedback must be left as a note on the order.
Zwanayo will then review in line with the Zwanayo return policy and the Consumer Protection Act and either approve or reject the return through consultation with the vendor. Where the customer has requested
A refund, Zwanayo will approve as a refund 18 working hours after receipt of the return by the seller should no feedback be supplied by the seller. In the case of a product repair, 18 working hours after receipt of a return by the vendor, the vendor needs to advise regarding the date upon which the item will be repaired and ready for dispatch back to the customer.
Where the customer has requested a replacement, the vendors needs to make a replacement ready for collection on the third working day following the receipt of the return.
In the case where a Seller has dispatched an incorrect or incomplete product/Order and the Customer wishes to return for a refund, Zwanayo reserves the right to approve the return as a refund in the vendor dashboard as soon as the return is collected by the courier provided Zwanayo has adequate proof of the incorrect/incomplete product/Order.
PARITY WITH SELLER OTHER SALES CHANNELS
- The Content provided by the Vendors for the Zwanayo website:
- Must be at least the same level of quality as the highest quality information displayed or used by the vendor on any other outlet through which the vendor may sell the product.
- The vendor acknowledge that the price of the products shall be the same as the charged by the vendor on the Zwanayo website and any other outlet through which the vendor may sell the product
Content
All Content will be truthful and accurate. Content will not:
- be misleading or deceptive
- be defamatory, libellous, threatening or harassing;
- infringe upon or violate any Intellectual Property Rights or other right of any third party;
- promote or depict gratuitous violence, the use of alcohol, tobacco or illegal substances or adult-oriented content; or
- reflect unfavourably on Zwanayo, its Affiliates, or the Zwanayo website or be the type of content that could otherwise reasonably adversely impact or damage the reputation or public image of Zwanayo or its Affiliates.
- The Vendors will not use the Content to redirect Zwanayo Customers to any other sales channels.
- The Seller will only offer Products for sale on the Zwanayo that may be sold and shipped throughout Congo-Brazzaville.
- The Vendor will not offer for sale any Products through the Zwanayo website that Zwanayo indicates as prohibited.The list of Prohibited Products may be updated by Zwanayo from time to time and Zwanayo will notify the Seller of such updates by email and/or through the vendor dashboard.
Personnel
All Vendor personnel will be properly registered, documented, licensed and/or certified in accordance with applicable Law. Ongoing Warranties Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by the vendor at the execution of this Agreement and each stage of performance of this Agreement.
CONFIDENTIAL INFORMATION AND INFORMATION SECURITY
Obligations
Both Parties acknowledge that either Party may receive (the “Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the term of this Agreement, and such Confidential Information will be deemed to have been received in confidence and will be used only for the purposes of this Agreement. The Receiving Party will:
- use the Disclosing Party’s Confidential Information only to perform its obligations and exercise rights under this Agreement; and
- disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel, contractors and affiliates that:
- have a need to know the information to assist the Receiving Party with fulfilling obligations under this Agreement; and
- have agreed to keep the information confidential in accordance with the terms set forth herein.
- The Receiving Party will treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. The obligation of confidentiality will continue for three (3) years from the expiration or termination of this Agreement; provided, however, the Receiving Party will continue to keep confidential:
- any PII at all times and as required by this Agreement and any applicable Law;
- any trade secrets of the Disclosing Party; and the terms of this Agreement.
- The Seller agrees that Zwanayo may share the Seller’s Confidential Information with its Affiliates for internal use only.
Exceptions
- The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate:
- was in its possession at the time of disclosure and without restriction as to confidentiality;
- at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act or failure to act by the Receiving Party; provided, however, PII remains subject to confidentiality obligations regardless of its availability to the public or availability through unauthorised disclosure;
- has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by such third party or the Receiving Party; or
- is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.
- In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to:
- give the Disclosing Party, to the extent possible, advance notice prior to disclosure; and
- limit the disclosure to minimum amount that is legally required to be disclosed. 22.
TERM, TERMINATION AND SUSPENSION
Term
- This Agreement will apply to the Vendor from the moment of registration on or use of the Vendor dashboard and shall continue to apply for so long as the vendor remains part of the Zwanayo marketplace;
- The Vendor acknowledges and agrees that Zwanayo may amend and/or replace this Agreement at any time in its sole discretion, and by logging onto the Vendor dashboard, the Vendor shall automatically be bound by the latest Agreement.
- The Vendor shall however be made aware of any such amendments, alteration, substitutions or retractions within the agreement upon logging in to the dashboard or by email.
- Termination for Convenience Either Party may terminate this Agreement for any reason by giving 48 (forty eight) hours prior written notice to the other Party. Post-Termination Obligations The vendor will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to:
- Fulfil all Orders that have been accepted but not yet delivered;
- provide customer service to Customers who purchased Products on the Makro Site;
- pay any invoices delivered by Zwanayo in connection with the Agreement;
- notify Zwanayo and Customers of any recalls of its Products;
- remit any taxes collected to the proper jurisdiction(s);
- immediately notify Zwanayo of any security breach that allows a third party to view or access or otherwise compromises any Transaction Information;
- assessment of returns, refunds, replacements and repairs of its Products sold; and
- Zwanayo will pay the Vendor a Vendor Share attributable to Orders placed by Customers prior to the termination of the Agreement in accordance with the payment terms set forth in this Agreement.
APPENDIX A LIST OF PROHIBITED PRODUCTS
“Prohibited Products” means:
1. cigars, cigarettes, or other tobacco products;
2. guns intended to provide lethal force (and related gun parts, kits and ammunition); mace, black powder and other explosives; disguised, undetectable or switchblade knives; martial arts weapons; or BB guns, stun guns, paintball guns, or airsoft guns;
3. any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase;
4. used, remanufactured, reconditioned or refurbished products;
5. stolen, counterfeit, misbranded or illegal products;
6. products that have been recalled;
7. products that violate applicable Law;
8. products that violate or infringe upon any Intellectual Property Right or other third party right;
9. products that contain material that is obscene, pornographic or offensive;
10. products containing viruses, Trojan horse, spyware or malicious code;
11. ‘sex and sensuality’ products;
12. loose gemstone products;
13. any product for which Seller is not an “authorized reseller” (as designated by the product’s manufacturer or distributor), or does not provide to Customers the manufacturer’s standard warranty therefor;
14. products containing human growth hormone;
15. any age restricted products;
16. baby bottles that are not BPA-free;
17. prepaid access products (whether issued in the form of a card, electronic PIN or other device) that provide access to funds (or the value of funds) that have been paid in advance and can be retrieved in the future, including without limitation, gift cards, prepaid phones, or prepaid minutes; 18. caskets or funeral urns;
19. specific products or brand/product names that may not be sold on the Zwanayo website as indicated by Zwanayo to the vendor separately in writing (which in this case may include email or through vendor dashboard); and
20. any other types of products that in Zwanayo’s discretion are not appropriate for sale on the Zwanayo website as indicated by Zwanayo to the vendor separately in writing; provided that a Prohibited Product will cease to be a Prohibited Product when Zwanayo informs the Seller of such change.
21. Asbestos;
22. Animals;
23. Illegal Art;
24. Lasers (Class3B and higher);
25. Alien Plants; and
26. Non-essential goods (applicable during state of emergency or national lockdown)
Contact Us
If you have any questions about these Terms, please contact us.
