E-COMMERCE PAY-ON-DELIVERY ORDER FULFILLMENT SERVICE AGREEMENT (DISTRIBUTOR)
This Agreement is made this ______ day of _________________ ___________ between Selligate Technologies Limited, a company duly incorporated under the laws of Nigeria (hereinafter called the “Service Provider”), which expression shall where the context so admits include the agents, assigns, privies and representatives (of the first part).
AND
________________________________________________, hereinafter called the “Distributor“.
The Effective Date of this Agreement shall be the date the Parties mutually agree to this Agreement, and carry out the obligations and duties hereunder. The Duration shall be upon conclusion of all tasks, or indefinite until terminated. Both the “Service Provider” and the “Distributor”, shall be together referred to as the “Parties”.
1. Introduction
This Service Agreement (“Agreement”) is entered into by and betweentheService Provider, a provider of product warehousing, order delivery, and settlement services, and the Distributor, to establish the terms of partnership for the provision of product warehousing, order delivery, and settlement services.
The parties have therefore set out this Agreement to regulate the relationship between them.
IT IS HEREBY AGREED AS FOLLOWS:
2. Scope of Services
The Distributor agrees to perform the following services on behalf of the Service Provider:
Responsible for a space for storing products safely and ensuring accurate stock balance at all times.
Responsible to only conduct businesses with the merchants/agents/staff assigned using Selligate application as Selligate will not be responsible for dealings outside the application.
Responsible for order fulfillment as fast as possible.
Immediate transfer of funds to Selligate Bank account once an order is delivered.
Pay interest of 20 percent daily on the amount collected from a customer but not remitted to the Selligate Bank account starting 24 hours after a successful delivery.
Ensure Merchants’ products are always kept in good condition.
Undergo periodic third-party verification as a part of this agreement.
Gives delivery updates through the Selligate application as fast as possible.
Keep Selligate /merchant details and business information safe and confidential.
Keep merchant customer details safe and confidential.
No competition/insider business/Conflict of Interest
Warehousing (Storage):
The Distributor shall provide secure storage solutions for products assigned by the Service Provider, ensuring safekeeping and easy access for quick dispatch.
The Distributor is responsible for maintaining accurate inventory records and ensuring products are stored in a safe and organized manner.
Order Delivery:
The Distributor shall deliver customer orders within a 3-hour timeframe upon receiving an order notification from the Service Provider.
Delivery must be conducted professionally, adhering to the Service Provider’s quality standards to ensure customer satisfaction.
Payment Settlement:
Upon successful delivery, the Distributor shall collect payment (if required) from the customer and remit the collected funds (net the agreed delivery fee) to the Service Provider’s designated account immediately.
The Distributor will update the Service Provider on the delivery status and payments collected in real-time via the application.
3. Responsibilities of the Distributor
Inventory Management:
The Distributor is responsible for maintaining an accurate count of inventory received from the Service Provider and reporting any discrepancies immediately.
The Distributor shall handle products with care to avoid damage and ensure they are ready for prompt delivery.
Delivery Standards:
The Distributor agrees to maintain a professional attitude, timely delivery, and good customer service to represent the Service Provider positively.
The Distributor must comply with delivery timeframes and ensure that products reach the customer within the agreed 3-hour window.
Payment Collection and Remittance:
The Distributor is responsible for collecting payment from the customer (if applicable) and remitting it promptly to the Service Provider’s account.
The Distributor must ensure transparency in all transactions and provide accurate records of payments collected and remitted.
4. Responsibilities of the Service Provider
Selligate core Responsibilities to Distributors include:
Responsible for 99% uptime of the application that controls the service provision.
Responsible for assigning orders to the distributors without creating territory competition.
Responsible for fulfilling the promise of performance bonuses/benefits made to the distributor.
Keep distributors’ details safe and confidential.
Make available Selligate account details to the distributors for remittances.
Responsible for keeping all records of transactions in case of audit purposes.
Communicate all relevant information to the distributor concerning the partnership at all times.
Connect the distributor to the merchants within the Selligate network.
Product Supply and Inventory Updates:
The Service Provider shall supply the Distributor with products for warehousing and delivery and provide timely updates on inventory status and order requirements.
The Service Provider will give clear instructions regarding delivery details, customer information, and payment collection requirements.
Technical Support:
The Service Provider will offer technical support and access to the application to facilitate order management, tracking, and payment updates.
5. Confidentiality:
Both parties agree to keep confidential all information related to inventory details, customer data, and financial transactions.
Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.
6. Performance Standards and Penalties
Performance Metrics:
The Distributor is expected to maintain a high delivery success rate and minimize delays to meet customer satisfaction targets.
The Distributor must provide timely updates on delivery status and report any issues or delays to the Service Provider promptly.
Penalties
In cases of repeated failure to meet delivery timelines, mishandling of products, or delays in payment remittance, the Service Provider reserves the right to impose penalties.
7. Liability and Indemnification
Liability:
The Distributor shall be liable for any loss or damage to products while in their care, including during storage and delivery.
The Service Provider is not liable for any injuries or damages caused by the Distributor during the performance of their duties.
Indemnification:
Each party agrees to indemnify and hold harmless the other party from any claims, damages, or expenses arising from their own negligence or breach of this Agreement.
8. Term and Termination
Term:
This Agreement shall be effective from the date of signing or agreeing to same by discharging the obligations herein, and remain in effect until terminated by either party.
8.2 Termination:
Either party may terminate this Agreement with 30 days’ written notice. Upon termination, all outstanding payments and product returns must be settled within 7 days.
9. Dispute Resolution
Any disputes arising out of this Agreement shall be resolved through negotiation by Parties. If unresolved, the matter shall be referred to the Solicitors of the respective Parties for amicable settlement, before proceeding to Court where settlement fails.
10. Amendments
Any amendments to this Agreement must be made in writing and signed by both parties.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Nigeria.
By signing up on the Selligate platform, both parties agree to the terms and conditions outlined in this Service Agreement.