Merchant Service Agreement

Merchant Service Agreement

Introduction

MyPady.com is Nigeria’s fastest emerging e-Commerce marketplace, providing access to quality products and services at the best prices with a fast home delivery service via the MyPady.com Express Delivery.

MyPady.com Sellers Community enables you to open your store online for FREE and sell your product to our growing customer base all over Nigeria.

As a demonstration of our commitment to Nigeria and Nigerian entrepreneurs, MyPady.com (“MyPady.com”, “us”), The easy Way to Shop opened up its online platform to Nigerian businesses to enable merchants sell their products (“Mall”), giving instant nationwide access to your products. Merchants can also enjoy all the benefits that come with having an online store by being able to sell their products to customers all over Nigeria. Businesses that sign up to MyPady.com’s will have a free microsite provided for them, and MyPady.com will provide additional value-added services including but not limited to marketing, customer service and logistics partnerships to cater for customers in all 36 states in Nigeria as well as Abuja. MyPady.com will also provide dedicated account managers to all merchants to enable them increase their turnover quickly.  Merchants can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers all over Nigeria. We also provide convenient payment terms for the proceeds of merchants’ sales. MyPady.com offers its customers both prepaid and pay-on-delivery payment options for goods purchased. All merchants have to do to enjoy all these benefits is to review and accept the terms and conditions of the MyPady.com Service Agreement below. MyPady.com reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the MyPady.com website.

 

Agreement

In consideration of the mutual covenants set forth in this Agreement, Seller and MyPady.com (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

 

  1. Services Rendered

The Seller agrees to compensate MyPady.com for the services rendered listed in section 2 below (“Services”).

 

  1. Delivery of Services

MyPady.com will use reasonable diligence in rendering the Services offered to the Seller, which include the following:
– Online storefront tailored to the Seller with payment gateway and escrow service at MyPady.com;
– Access to a dedicated storefront and other account management systems;
– Access to a dedicated account officer and other account management services;
– Access to logistics partners;
– Provision of analytics;
– Seller Services Helpline Number (Mon – Fri; 08:00 – 18:00)
– E-marketing, and other marketing services as available and appropriate.

MyPady.com 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 will be informed before provision of the said services.

MyPady.com reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.

The Seller agrees to use reasonable diligence in providing MyPady.com with genuine products, up-to-date product quantity information and accurate product information.

 

  1. Compensation

For all of the Services provided by MyPady.com under this Agreement, the Seller shall compensate MyPady.com, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all sellers; or agreed in advance between both parties, or detailed elsewhere on the MyPady.com website. MyPady.com will from time to time review the category commission structure and will notify the Seller of any changes by communicating directly to sellers, or publishing the same on the Seller portal, or on MyPady.com’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. MyPady.com will remit payments for sales generated by the Seller 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.

 

  1. Confidentiality

The Seller and MyPady.com acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of MyPady.com. Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without MyPady.com’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.

 

  1. Independent Contractor

MyPady.com shall be deemed as an independent contractor. MyPady.com will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Seller will not withhold or pay any income tax, social security tax, or any other payroll taxes on MyPady.com’s behalf. MyPady.com is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller. MyPady.com understands that it will not be entitled to any fringe benefits that Seller provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.

 

  1. 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.  MyPady.com reserves the right to alter these terms and conditions at any point without notice, by updating the content on the MyPady.com website.

 

  1. Indemnification

Seller warrants that everything it gives MyPady.com to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller. The Seller agrees to indemnify and hold MyPady.com, its employees and associates harmless from any and all claims brought in the performance of the Services.

 

  1. 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.

MyPady.com has the right to evict the Seller from MyPady.com if any, or a combination, of the following breaches are committed:
– Fails to make a product that has been sold on MyPady.com Mall 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 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 in the Seller ratings system (details on request);
– 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 MyPady.com, or any of MyPady.com’s partners or other mall vendors into disrepute.

MyPady.com reserves the right to alter these QOS rules at any time, and in the event of any changes MyPady.com will inform the Seller by publishing the same on MyPady.com’s website. MyPady.com will send a formal warning to the Seller after each incident.

 

  1. Policy on Counterfeit, Refurbished and Unauthorized Products on MyPady.com Mall

MyPady.com is committed to delivering high quality products and service to customers at all times, and we strive to ensure that all products sold by merchants via the MyPady.com Mall are held to the same high standards. MyPady.com Mall has zero tolerance for counterfeit products, and does not allow the sale of unoriginal, fake/replica, refurbished or otherwise unauthorized items. It is the responsibility of each merchant to source and sell only authentic items. If a merchant is determined by MyPady.com to have sold inauthentic or otherwise unauthorized goods, MyPady.com may suspend or terminate the merchant’s ability to sell on MyPady.com immediately and without warning, and current and future payments held by MyPady.com on the merchant’s behalf may be forfeited and withheld in accordance with MyPady.com’s Authentic Items Policy.

 

  1. 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.

 

  1. 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 Lagos State.