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By signing up to be listed on the “The Naira Shop” a service provided by Bord Innovant International Limited (SERVICE PROVIDER) under this agreement you are agreeing to be bound by the terms and conditions set out below (Merchant Service Agreement). Any new features or tools which are added to the current Services shall also be subject to the Terms of Service.

You can review the most current version of the Terms of Service at any time by going to “The Naira Shop” website (nairashop.ng). “The Naira Shop” reserves the right to update and change the Terms of Service by posting updates and changes to “The Naira Shop” website at any time.

You are advised to check the Terms of Service from time to time for any updates or changes that may impact you and by continuing to use the Services you will at all times be deemed to be bound by the most current Terms of Service.

Please read the Terms of Service as they detail” your legal rights and obligations. In consideration of the mutual covenants set forth in this Agreement, Seller/Merchant, The Service Provider and “The Naira Shop” (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

 

1. Services Rendered

The Seller/Merchant agrees to compensate “The Naira Shop” for the services rendered listed in section 2 below (“Services”).
 

2. Delivery of Services

“The Naira Shop” will reasonably and using due diligence, render the Services offered to the Seller/Merchant, which include the following:

        • ONLINE STOREFRONT TAILORED FOR THE SELLER/MERCHANT
        • THE NAIRA SHOP WILL AVAIL CUSTOMERS AND MERCHANTS WITH PAYMENT GATEWAY SERVICE AT THENAIRASHOP.COM; 
        • THE NAIRA SHOP WILL PROVIDE ESCROW SERVICES FOR EACH OF ITS MERCHANTS
        • THE NAIRA SHOP WILL PROVIDE ACCOUNT MANAGEMENT SYSTEMS FOR MERCHANTS; 
        • TNS WILL PROVIDE A DEDICATED ACCOUNT OFFICER AND OTHER ACCOUNT MANAGEMENT SERVICES; 
        • THE NAIRA SHOP WILL PROVIDE ACCESS TO LOGISTICS PARTNERS; 
        • THE NAIRA SHOP WILL PROVIDE SELLER ANALYTICS; 
        • THE NAIRA SHOP SELLER/MERCHANT SERVICES HELPLINE NUMBER (MON – FRI; 08:00 – 17:00)
        • E-MARKETING, AND OTHER MARKETING SERVICES AS AVAILABLE AND APPROPRIATE


“The Naira Shop” may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Seller/Merchant will be informed before provision of the said services.

“The Naira Shop” reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.


The Seller/Merchant agrees to use reasonable diligence in providing “The Naira Shop” with genuine products, up-to-date product quantity information and accurate product information.

 

3. Compensation

For all of the Services provided by “The Naira Shop” under this Agreement, the Seller/Merchant shall compensate “The Naira Shop”, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all Seller/Merchants; or agreed in advance between both parties, or detailed elsewhere on the “The Naira Shop” website.

“The Naira Shop” will from time to time review the category commission structure and will notify the Seller/Merchant of any changes by communicating directly to Seller/Merchants, or publishing the same on the Merchant-Hub portal, or on The Naira Shop’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place.

“The Naira Shop” will remit payments for sales generated by the Seller/Merchant on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.

Where payment is made via cash-on-delivery directly between a customer and any agent of “The Seller/Merchant”, “The Seller/Merchant becomes liable to pay such commissions and compensations as agreed in this agreement. The Seller/Merchant agrees to pay a commission of the listed sales price of each item that is listed and sold on “The Naira Shop”. This commission will be as outlined on the Terms stated in the Commission Structure documentation (APPENDIX-A).


APPENDIX –A
COMMISSION STRUCTURE



CATEGORY/SUBCATEGORYCOMMISSION
Automotive & Industrial
8%
Baby, Kids and Toys
8%
Beauty, Health & Personal Care8%
Books and Stationery
8%
Computers and Accessories
8%
Desk Phones and Intercoms
8%
Electronics
8%
Food and Drink
8%
Home and Kitchen
8%


CATEGORY/SUBCATEGORY
COMMISSION
Fashion and Clothing
8%
Large Appliances
8%
Mobile Phones
8%
Music, Movies & Games
8%
Phone and Tablet Accessories8%
Small Appliances
8%
Sports and Fitness
8%
Tablets
8%


4. Confidentiality

By enlisting in The Naira Shop, the Seller/Merchant and “The Naira Shop” acknowledge and agree that the scope of work and all other documents will constitute valuable trade secrets of “The Naira Shop”.

Seller/Merchant shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without “The Naira Shop’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.
 

5. Policy on Counterfeit, Refurbished and Unauthorized Products on “The Naira Shop” Marketplace

At The Naira Shop, we are committed to providing quality merchandise and services to our customers. In order to maintain highest quality of products and service delivery, “The Naira Shop” Marketplace has zero tolerance for counterfeit products.

In order to maintain this standard, any store that found to sell unoriginal, fake/replica, refurbished or unauthorized items on “The Naira Shop” will be automatically suspended and the authenticity of the products will be investigated. Any merchant that is proven to sell these items, will be permanently prohibited from selling on “The Naira Shop” Marketplace.

Items that are excluded from this policy are official replica items produced and sold by authorized brands and organizations.


6. Entire Agreement

This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. 

“The Naira Shop” reserves the right to alter these terms and conditions at any point without notice, by updating the content on the “The Naira Shop” website. 

7. Indemnification

Seller/Merchant warrants that every product it gives “The Naira Shop” to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller/Merchant. The Seller/Merchant hereby indemnifies the Naira Shop, its employees and associates against any and all claims brought in the performance of the Services. 

8. Terms & Conditions

Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party.

“The Naira Shop” has the right to evict the Seller/Merchant from “The Naira Shop” if any, or a combination, of the following breaches are committed:

      • FAILS TO MAKE A PRODUCT THAT HAS BEEN SOLD ON “THE NAIRA SHOP” MARKETPLACE AVAILABLE FOR DELIVERY WITHIN THREE (3) BUSINESS DAYS AFTER IT WAS SUPPOSED TO BE AVAILABLE FOR DELIVERY;
      • PROVIDES FAKE, INFERIOR OR SUBSTANDARD PRODUCTS THAT HAVE BEEN SOLD AS GENUINE;
      • PROVIDES USED, REFURBISHED OR DAMAGED PRODUCTS THAT HAS BEEN SOLD AS NEW OR UNUSED;
      • LISTS AND SELLS PRODUCTS THAT HAVE NOT BEEN AUTHORIZED, LICENSED AS SAFE, MEETS ALL STANDARDS, FOR SALE BY THE  APPROPRIATE REGULATORY BODY (INCLUDING BUT NOT LIMITED TO THE NCC, NAFDAC ETC);
      • FAILS TO MEET THE QUALITY OF SERVICE STANDARDS (QOS) AS DEFINED BY THE NAIRA SHOP COMMUNITY;
      • ENGAGES IN ANY ACTIVITY WHICH WOULD BE CONSIDERED ILLEGAL UNDER NIGERIAN LAW, OR ENGAGES IN ANY ACTIVITY THAT     COULD     BE CONSIDERED AS FRAUDULENT OR MISLEADING;
      • ENGAGES IN ANY ACTIVITY THAT BRINGS “THE NAIRA SHOP”, OR ANY OF “THE NAIRA SHOP’S PARTNERS OR OTHER MARKETPLACE     VENDORS INTO DISREPUTE.

 “The Naira Shop” reserves the right to alter these QOS rules at any time, and in the event of any changes “The Naira Shop” will inform the Seller/Merchant by publishing the same on “The Naira Shop’s website.

“The Naira Shop” will send a formal warning to the Seller/Merchant after each incident. 

9. Independent Contractor

“The Naira Shop” shall be deemed as an independent contractor. “The Naira Shop” will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement.

Seller/Merchant will not withhold or pay any income tax, social security tax, or any other payroll taxes on “The Naira Shop’s behalf.

“The Naira Shop” is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller/Merchant.

“The Naira Shop” understands that it will not be entitled to any fringe benefits that Seller/Merchant provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance. 

10. Force Majeure

The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.

 

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of courts within Nigeria.

The parties have executed this agreement at the day and year on which registration form is submitted online or other authorized means as determined by Bord Innovant International Ltd.