E-COMMERCE PAY-ON-DELIVERY ORDER FULFILLMENT SERVICE AGREEMENT (MERCHANT)
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 “Merchant“.
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 “Merchant” shall be together referred to as the “Parties”.
1. Introduction
This Service Agreement (“Agreement”) is entered into by and between the Service Provider, a provider of product warehousing, delivery, and settlement services, and the Merchant, to establish the terms of the partnership, to enhance order fulfillment efficiency, and address the challenges associated with “pay on delivery” transactions in Nigeria.
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 Service Provider agrees to provide the following services:
Responsible for 99% uptime of the application that controls the partnership.
Responsible for product safety and ensuring accurate stock balance at all times.
Responsible for order fulfillment as fast as possible.
Keep merchant details and business information safe and confidential.
Keep merchant customer details safe and confidential.
Responsible for crediting merchant wallet automatically upon delivery.
Credit the merchant bank account as soon as possible when the merchant initiates a withdrawal from the wallet.
Responsible for keeping all records of transactions in case of audit purposes.
Communicate all relevant information to the merchant concerning the partnership at all times.
Connect the merchant to the available distributors within the Service Provider network.
Ensures that there would be no competition or conflict of interest.
Warehousing (Storage):
The Service Provider shall offer secure and efficient warehousing solutions for the Merchant’s inventory.
Inventory shall be stored safely to allow quick and easy access for order fulfillment.
The Merchant will maintain ownership of the stored products, and inventory records will be updated in real time.
Order Delivery:
Delivery will be conducted professionally to ensure customer satisfaction and timely receipt.
Settlement
After successful delivery, payment received from the customer will be processed and credited automatically to the Merchant’s account wallet.
The Service Provider shall ensure accurate and timely settlement of funds.
3. Responsibilities of the Merchant
The key Responsibilities of the Merchant are:
Move products to any of the warehouses of the service provider.
Bear the cost of moving the products to the warehouse of the service provider.
Assign customers to sell off all the products sent to the service provider within 4 weeks of the product arriving at the warehouse.
Return the remaining quantities of the products after 4 weeks of staying at the warehouse.
Bear the cost of the product return.
Pay demurrage of N1,000 (subject to change) per day after the 4 weeks elapse.
If the products are not returned after 8 weeks, they will be confiscated.
Responsible for moving products from one warehouse location to the other.
Bear the cost of moving products from one warehouse location to the other.
Bear the transportation cost when the customer rejects the item.
Merchants are responsible for the quality of their products and therefore responsible for any form of warranty, guarantee, return, or after-sales support.
Responsible for only conducting businesses with the distributors/agents/staff assigned using the Selligate application as the service provider will not be responsible for dealings outside the application.
Inventory Management:
The Merchant is responsible for providing accurate inventory details and ensuring that products are properly prepared for storage and dispatch.
The Merchant shall update the Service Provider promptly about any changes in stock levels or product availability.
3.2 Order Accuracy:
The Merchant must ensure that order details, including product descriptions, quantities, and customer information, are accurate to prevent delivery errors.
Payment and Fees:
The Merchant agrees to pay the Service Provider fees for warehousing, delivery, and settlement services as may be agreed upon.
The Merchant shall provide correct banking details for settlements and bear any bank charges for fund transfers.
4. Responsibilities of the Service Provider
Warehousing and Inventory Handling:
The Service Provider shall maintain a secure and efficient storage environment for the Merchant’s inventory, minimizing the risk of damage or loss.
Inventory records shall be updated and made accessible to the Merchant upon request.
Professional Order Delivery:
The Service Provider shall ensure that all orders are delivered as fast as possible using reliable distribution partners.
In case of delivery delays or issues, the Service Provider will promptly inform the Merchant and take necessary actions to resolve the problem.
Payment Settlement:
The Service Provider will transfer payment received from the customer to the Merchant’s account wallet immediately after successful delivery.
A detailed transaction report will be provided to the Merchant for review and record-keeping.
5. Service Fees and Payment Terms
Service Fees:
The Merchant agrees to pay the Service Provider for warehousing, delivery, and settlement services as may be agreed.
Fees may be subject to changes based on market conditions, and any adjustments will be communicated to the Merchant with at least 30 days’ notice.
Invoicing and Payment:
The Service Provider will issue monthly invoices to the Merchant detailing the services rendered and the corresponding fees.
Payments are due within 15 days of receiving the invoice.
6. Confidentiality
Both parties agree to maintain the confidentiality of each other’s business information, including inventory data, customer details, and financial records.
This obligation remains in effect even after the termination of this Agreement.
7. Liability and Indemnification
Liability:
The Service Provider shall not be liable for any losses or damages arising from inaccurate inventory details or order information provided by the Merchant.
The Merchant shall not hold the Service Provider liable for any delivery delays caused by unforeseen circumstances such as customer unavailability, extreme weather, natural disasters, or strikes.
7.2 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
8.1 Term:
This Agreement shall commence on the effective date and continue until terminated by either party.
Termination:
Either party may terminate this Agreement with 30 days’ written notice.
Upon termination, all outstanding fees must be paid, and the Merchant’s inventory will be returned or made available for pickup 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 or modifications 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.