Welcome to ATradezone-African B2B Marketplace. This Agreement contains __Definitions, Arrangement, Consideration and Payment Terms, Obligations of the Vendor, Warranties, Representations and Undertakings of the Vendor, Company reserves the right, Indemnity, Company not Liable, Term, Termination and effects of Termination, Effect of Termination, Arbitration, Jurisdiction and Governing law, Notices, Intellectual Property Rights, Entire Agreement, Assignment, Confidentiality:, Limitation of liability:, Relationship of Parties, Waiver and Amendment, Force Majeure__ that govern the supplier in use of the ATradezone.com Marketplace.

When accepted by you, this Agreement forms a legally binding contract between you and ATradezone.com …If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ENABLING THE MARKETPLACE PARTNER FEATURE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT SING UP FOR ANY PACKAGE OR OTHERWISE USE THE MARKETPLACE.

ATradezone Ltd., may, in its sole discretion, elect to suspend or terminate access to, or use of the Marketplace for anyone who violates this Agreement. The original language of this Agreement is English. ATradezone Ltd., may make translations available for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

NOW THIS AGREEMENT WITNESSETH HERE WITH:

1. Definitions

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

• Company shall mean ATradezone Ltd.
• Customer shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Supplier through the ATradezone.com marketplace online store.
• Price shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges, if any.
• Effective Date shall mean the date on which this Agreement is executed.
• Form shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Supplier at the time of execution of this Agreement.
• Supplier shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
• Online Store shall mean a virtual electronic store created on the ATradezone Shopping online portal for sale of the Supplier’s Products either through web site of the Company or any other gadget or instrument displaying the particulars of the Supplier’s Products available for sale , or any other means by which the Customer places an order for the Product of the Supplier.
• Order shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Supplier.
• Products shall mean merchandise items of the Supplier put up for sale on the Online Store by the Supplier.
• Price means the sale price of a product inclusive of delivery charges and applicable taxes.
• ATradezone Shopping means an online platform owned and operated by the Company that facilitates the shopping transaction between the Supplier and the Customer.
• Shipping Charges shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
• Shipment Cost shall mean the cost and taxes recovered by the Company from the Supplier per order for handling the logistics.
• Sign-up Fees shall mean the non-refundable fees payable by the Supplier at the time of execution of this Agreement towards the initial creation of online store.
• Service charge shall mean the margin per transaction charged by the Company to the Supplier at the rates agreed to between the parties, upon the sale of product on online store.

2. Arrangement
   • The Company shall offer to the Supplier its services for facilitating online sale of the Supplier’s product which shall include security, hosting and technology, customer support, logistics services (if availed by the Supplier), payment services and all the other related services to ensure customer satisfaction on behalf of the Supplier. For this arrangement, the Supplier shall pay service charges as specified under these presents, to the Company for the sale being effected through the Online Store created on the ATradezone.com Shopping website of the Company.
   • Based on mutual discussions, it is agreed by and between the parties hereto that the Supplier shall put up for sale its Products on the said Online Store, subject to the terms and conditions hereinafter contained. Supplier further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of ATradezone shopping along with this Agreement.

3. Consideration and Payment Terms
   • Supplier shall make the payment for Sign-up fees as specified in package(s) form for the creation of Online Store at the time of execution of this Agreement. Payment of Sign up fees shall be made 100% in advance unless specified. The service tax if any shall be charged by the Company, at the applicable rates.
   • The said sign-up fee is a non- refundable fee for the creation of Online Store after 14 Days free trial The said Online store shall be displayed on the ATradezone.com Shopping website during the subsistence of this Agreement.
   • The Company shall collect the Payment on behalf of the Supplier in respect of the COMPLETED ORDERS STATUS received through online store payment methods. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Supplier at the rates specified by the Company.

The Company shall pay the Supplier an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at Rwf 2000/- per transaction (by a particular customer).

The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Supplier handles the Shipment of the Products; the Company shall pay to the Supplier an amount recovered as Price minus the service charges.  Any amount to be paid to the Supplier by the Company shall be paid net of reversals.

• In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Supplier agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product (upto a maximum limit of Rwf 10,000.00) and the said charges will be deducted from the amount due and payable to Supplier.

• Further Company shall debit the Service charges (upto a maximum limit of Rwf 10,000.00) to the Supplier in the event the product cannot be delivered by the Supplier due to “out of stock” and in such an event Supplier shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.

• Payment reimbursement of the Sale Proceeds to Supplier shall be done by Company in the following manner:

• Supplier shall prepare a consolidated advice list of all orders delivered to the customer, 5 times in a month for every 7 days.
• The Company shall within 7 working days of receipt of advice process the amount due to Supplier and dispatch the Cheques / Demand draft favouring “ ________________________” / on line transfers.
• The Company shall deduct charges as specified in sub-clause 4 above and agreed with the Supplier from the total amount collected as Price for the orders received by the Supplier through online store.

• Supplier agrees to bear all the applicable taxes duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store and ATradezone.com shall not be responsible to collect, report, or remit any taxes arising from any transaction.

4. Obligations of the Supplier – The Supplier shall:
   • Through the interface provided by the Company on the creation on Online Store of Supplier, shall upload the product description, 6 images or more but not less, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
   • Supplier shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Supplier shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
   • Supplier shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
   • Supplier shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
   • At all times have access to the Internet and its email account to check the status of approved orders.
   • On receipt of the approved order, Supplier shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store.
   • In respect of the orders for Products placed through the Online Store, Supplier shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company.
   • In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Supplier at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Supplier hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Supplier as well as the Customer.
   • Update the Order Status including Airway Bill Number on a daily basis.
   • The Supplier shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company.
   • The Supplier shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
   • Supplier shall raise invoice in the name of Customer. Supplier further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
   • The Supplier shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Rwandan laws.
   • The Supplier shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
   • The Supplier shall pass on the legal title, rights and ownership in the Products sold to the Customer.
   • Supplier shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Supplier.
   • The Supplier shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
   • The Supplier shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.

5. Warranties, Representations and Undertakings of the Supplier – The Supplier warrants and represents that:
   • They have the right and full authority to enter into this Agreement with the Company.
   • All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
   • There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement.
   • They are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
   • That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party
   • They shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
   • That the complete product responsibility and liability shall solely vest with Supplier and that the Supplier shall be solely responsible to the customer for the sale of the Product by Supplier including but not limited to its delivery to the Customer and that Supplier shall not raise any claim on the Company in this regard.
   • Supplier agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
   • Supplier shall pay the Company a service charge as specified by the Company on every transaction it enables and that Supplier shall provide all completed transaction details to the Company for record keeping and reconciliation.
   • That Supplier shall draw the invoice / bill directly in the name of the Customer.
   • Supplier shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.

6. Company reserves the right
   • Supplier agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Supplier without any prior intimation to Supplier in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of ATradezone.com Shopping Website. In such an event, the Company reserve the right to forthwith remove/close the online store of the Supplier without any prior intimation or liability to the Supplier.
   • Company reserves the right to provide and display appropriate disclaimers and terms of use on ATradezone.com Shopping portal.
   • At any time if the Company believes that the services are being utilized by the Supplier or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of ATradezone.com online store, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Supplier to forthwith remove/block/close the online store of the Supplier and furnish such details about the Supplier and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.

7. Indemnity
   • The Supplier indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Supplier’s product, the breach of any of the Supplier’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Supplier infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
   • The Company agrees to indemnify and to keep indemnified the Supplier in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
   • This article shall survive the termination or expiration of this Agreement.

8. Company not Liable
   • The Company on the basis of representation by the Supplier has created the online store of the Supplier on Atradezone.con Shopping portal to enable Supplier to offer the Supplier’s products for sale through the said Online Store. This representation is the essence of the Contract.
   • The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Supplier, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party. Supplier agrees and acknowledges that Supplier shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
   • Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Supplier or any of its representatives.
   • The Supplier hereby agrees, confirms and acknowledges that the Product is owned by the Supplier and that the Company is merely a facilitator for sale of the Supplier’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.

9. Term, Termination and effects of Termination
   • Term

The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.

• This Agreement may be terminated by the Company in the event:
  • Supplier fails to make payment of the agreed amount, by giving 48 hours written notice.
  • Supplier commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the Company.
  • If a Petition for insolvency is filed against the Supplier.
  • If the Supplier is in infringement of the third party rights including intellectual property rights.
  • This Agreement may be terminated by either party giving the other 30 days written notice.
• Effect of Termination

In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect. Company shall not be liable for any loss or damages (direct, indirect or inconsequential).

Incurred by the Supplier by virtue of termination of this agreement. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

10. Arbitration
    • Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.
    • The arbitration shall be conducted in Chennai in accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment for the time being in force.
    • The language of arbitration shall be English or Kinyarwanda. The arbitration shall be held at Kigali-Rwanda.
    • The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.

11. Jurisdiction and Governing law
    • The obligations, performance, interpretation and contents shall be governed by Rwandan law.
    • Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction.

12. Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by E-mail, fax or courier in each case to the addresses set out at the beginning of this Agreement.

13. Intellectual Property Rights

It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

14. Entire Agreement

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

15. Assignment

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Supplier, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.

16. Confidentiality

Supplier agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Supplier under this Agreement.

The said information shall not be used by the Supplier for any purpose other than for the performance of its obligations under this Agreement. Supplier agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Supplier agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

17. Limitation of liability

Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.

18. Relationship of Parties

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Supplier, and Supplier shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

19. Waiver and Amendment
    • No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
    • Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

20. Force Majeure

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

This Agreement may be executed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.

In witness whereof the parties have hereto caused their respective Signatures and Company seal to be affixed the day and year first hereinabove mentioned.

READ THIS CONTRACT CAREFULLY BEFORE SIGNING IT. YOUR SIGNATURE INDICATES YOUR UNDERSTANDING OF AND AGREEMENT TO ITS TERMS.

Signed this   __September, 2019   at     __H:__Min:__Sec

COMPANY: ATRADEZONE Ltd.,                            SUPPLIER: __________________________

       Authorized Representative:                                              Authorized Representative: