Seller Policy Pages

Effective date: 10-02-2020

 1. Introduction:

Khodeyo Consultancy (U) Limited (“Khodeyo” or “we”) operates an e-commerce platform (‘KhodeCo’) consisting of a website and mobile application (‘Store’), together with supporting logistics and payment infrastructure, for the sale and purchase of Products and Services in Uganda.

These Seller Terms and Conditions apply to all Sellers on the Store, together with our General Term's and Conditions for the use of Store.

If you register with our Store as a Seller; it implies that you accept these Seller Terms and Conditions, the General Terms and Conditions, and the other KhodeCo policies and guidelines, and as may be amended from time to time.

We will ask you to expressly agree to these Seller Terms and Conditions; the General Terms and Conditions; and other KhodeCo policies and guidelines, by clicking to confirm that you agree to become a vendor (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of Uganda.

 2. Seller Shop:

If you register with our Store as a Seller you will be able to create a Shop on the Store, using the “Seller portal”

Seller Shops that are submitted may be reviewed for approval, at KhodeCo’s discretion, before they are operational. You shall be solely responsible for your shop, listings, and products and you hereby agree that:

you shall obtain any licenses required for the sale of your products on the Shop; and

to the extent required by applicable law, you shall register with relevant tax authorities and pay all relevant taxes in relation to your products.

You understand and agree that you may only open more than one Seller Shop account for a legitimate business reason and this shall be determined at KhodeCo’s discretion. 

You shall conduct your business on the Store with skill and care, and by co-operating with and acting in good faith towards KhodeCo and the buyers’ in compliance with KhodeCo policies and guidelines as published on the Store from time to time;  in accordance with ethical business practices and industry best practice in compliance with all applicable laws in force from time to time, including, without limitation to all laws, statutes, regulations and other enactments of Uganda and all other anti-bribery and corruption, anti-money laundering and anti-terrorism laws; and any trade or export sanctions or restrictions imposed by any Country.

Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any Seller Shop that breaches these Seller Terms and Conditions, the General Terms and Conditions, or any KhodeCo policies and guidelines.

3. Product listings:

You shall be responsible for listing your products on the Store by uploading to the Seller Shop a completed product page which shall include prices, detailed information, specifications and images in respect of each product.

You may not publish more than one listing in respect of each product. You agree to be solely responsible for all listings submitted to our Store and you agree that all listings must:

constitute bona fide listings relating to products that comply with the categories and rules set out;

comply with the rules on content in the General Terms and Conditions and further particularized in other guidelines; and include all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including but not limited to in respect of consumer protection.

Listings that are submitted may be individually reviewed and approved, at KhodeCo’s discretion, before they are published on the Store, and you acknowledge and agree that there may be a lead time between submission of the product page to the Seller Shop and the publishing of the product page on the Store due to time required for KhodeCo quality control operations. 

Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any listings that breach these Seller Terms and Conditions, the General Terms and Conditions or any KhodeCo policies or guidelines.

You acknowledge and agree that notwithstanding that we may approve any listings, you shall be fully responsible for the same; we reserve the right to impose penalties for breach of this section, without prejudice to our other rights.

You must keep your listings up to date.  In particular, you must deactivate any listings in respect of products that have ceased to be available.

4. The products:

The only products that may be listed on our Store are products falling within the product categories specified on the Store.

You must not advertise, buy, sell or supply through our Store any product that:

breaches any laws or regulations, or infringes any person's intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;

consists of or contains material that would, if published on our Store by you, contravene the rules on content as specified from time to time in our policies and guidelines; or

is or relates to drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent, or sexually explicit materials; swords, firearms, or other weapons; ammunition for any weapon; or items that are otherwise prohibited pursuant to the Prohibited, as may be amended from time to time by us, or any applicable law.

We operate a zero-tolerance approach to counterfeit products and any attempt to sell counterfeit products in the Store. Any breach may result in penalties specified from time to time which include financial penalties, permanently prohibiting you from using the Store, and potential prosecution.

Promptly, following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to verify the authenticity of products.

 5. Pricing:

All prices of products shall be stated inclusive of commissions, VAT, and any other tax applicable to the transaction and in the currency of Uganda.

You shall be solely responsible for setting the price of your products on the Store, which may be amended through the Seller Shop from time to time, including for the purpose of any seasonal or other discounts.

The pricing of your products shall comply with all applicable laws, including but not limited to competition laws. 

 6. Execution, packaging, and delivery:

Upon receipt of a confirmation of an order from KhodeCo, you shall:

process the order by packing and labeling the product(s) in accordance with the Packaging Guidelines; and

unless stated otherwise by KhodeCo; deliver the products to our drop off point in accordance with the timelines, opening hours, and procedures specified in the Delivery Guidelines.

The above shall not apply in the event that you request, and we approve in writing, delivery by another method which shall be managed in accordance with KhodeCo Guidelines.

We may inspect any or all products we receive and we reserve the right to return to you any product that fails to meet the quality control checks or any other product requirements set out in the sections above.

You shall retain title to and ownership of the products until such time as the products are paid for in full by the buyer to KhodeCo and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.

We shall bear the risk of loss or damage to the products upon receipt and until delivery to the buyer.  Our liability to you in respect of your products in our possession pursuant to this section shall be limited to the cost price of the products and shall be subject to further limitations and exclusions on liability provided in the General Terms and Conditions.

Without prejudice to all our rights, we may charge you penalties in respect of breaches of the existing Guidelines.  The penalties that may be imposed pursuant to this section shall be stated on this site from time to time.

7. Value addition services:

You may subscribe for value additional services which may be available from time to time, including but not limited to marketing and promotion as well as warehousing services.

In order to subscribe to any value-addition services, you may be required to expressly agree to additional terms and conditions in respect of the same.  All value-addition services shall be governed by any such additional terms and conditions, together with these Seller Terms and Conditions, the General Terms and Conditions, and the KhodeCo policies and guidelines referenced herein.

Our liability to you in respect of the value-addition services shall be subject to the limitations and exclusions on liability provided in the General Terms and Conditions.

8. Commission and fees:

We reserve the right to charge commissions and/or fees in the event that the sale is not completed, by way of consideration for the costs of our services rendered.

We shall charge you a commission in respect of each sale made on the Store and fees in respect of all Store services and any value-added services, as further particularized in the commissions and fees guidelines or the relevant value-added service agreements.

The broad commission fees (that should be included in the price) shall be guided as follows:

- 5% for products priced above UGX 1,000,000 

- 8% for products above UGX 100,000 but less than UGX 1,000,000

- 10% for products equal to or less than UGX 100,000

Payments to the Seller shall be done upon reconciliation, on a weekly basis, using the preferred payment methods selected during the registration of the Seller Shop.

In case of promotion funded by KhodeCo, commission may be calculated based on the selling price, being the price set by the Vendor at the time of the order.

We may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees guidelines.  This will not affect any liability to pay commission that accrues before the new rates are posted or for services that have been previously paid.

9. Taxes:

All amounts stated on the Store are stated inclusive of VAT and any other taxes applicable to the transaction.  The seller acknowledges that:

commissions shall be calculated as a percentage of the selling price (being the price set by the vendor at the time of the order) inclusive of VAT and any other taxes charged to the buyer;

commissions are inclusive of VAT and all other taxes thereon; and
in the event of any upwards revision in the rate of VAT or any other applicable taxes, the amount of the commission shall be automatically adjusted to ensure that KhodeCo’s net revenues remain constant. 

The seller may, in own discretion, revise prices according to own business needs

The seller shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the Store with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.

In the event any transaction consists of the importation of products for delivery to the buyer and such transaction may result in the recognition of a permanent establishment for the Seller, the Seller shall be responsible for complying with its tax obligations in Uganda where it has created a current or future tax nexus.  The seller understands and acknowledges that consignment fulfillment may create tax nexus e.g., permanent establishment. 

Should a competent tax authority determine that KhodeCo is liable for payment of any taxes (including stamp, excise or customs duties) in respect of the transactions, notably pursuant to sections above, you hereby indemnify and hold harmless KhodeCo in respect of the same. 

We may make tax-related deductions to payments processed by us on your behalf and remit such deducted amounts to the relevant government or tax authority.  

Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to
the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.

10. Remittances:

We shall collect payments from buyers in respect of each product purchased from the Store, and we shall deduct from the same our commissions and, as may be applicable, any fees, charges, taxes, penalties, refunds, and any other amounts that you owe to us in respect of any business whatsoever.

  
We shall remit the proceeds of the sale of the products, after all deductions pursuant to the section above, and remit the remaining funds to you in the currency of Uganda and using such payment mechanism as we may notify you from time to time. 

Evidence of payment to your nominated account shall constitute conclusive evidence of payment and receipt. 

You shall be entirely responsible for ensuring that the account details that you upload to the Seller Shop are accurate and up to date and that the account is secure.  We shall not be liable for any loss or damage to you that may result from fraud or error in respect of your account.

We shall provide (on request) you with an account statement using a method convenient to KhodeCo, which shall include details of all proceeds of the sale of the products, deductions, and remittances.

Subject to the applicable laws of Uganda, we may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.  Set-off may apply across your Seller Shop accounts if you operate more than one account.  For the avoidance of any doubt, the account statement in the Seller Shop shall serve as such notice of the set-off.

In the event that we hold insufficient funds on your behalf for payment of any amounts that you owe us (your account is in debit):

You shall pay the amounts you owe to us by such payment method as we may request; and  
in the event that we hold any of your products that have not been sold or that have been returned, we may dispose of such products and apply all proceeds of sale to discharge any amounts that you owe us. 

We may delay or suspend payment to you in the event of an investigation of a potential fraud or another breach of this agreement.

In the event that the Seller disputes any transaction or statement of account, s/he must report the claim to KhodeCo within one (1) month of the date of the relevant transaction, failing which such claim shall be deemed to be waived.

11. Breaches of Policies and Guidelines:

If we reasonably determine that you have breached these Seller Terms and Conditions, our General Terms and Conditions, or any KhodeCo policies or guidelines, we may; send you one or more formal warnings; suspend, prohibit or block your access to our Store as provided in the General Terms and Conditions; apply penalties for breach as provided in our Seller Penalty Policy; and or commence legal action against you, whether for breach of contract or otherwise.

We may vary the amount of the penalties for breach from time to time by updating the Seller Penalty Policy, but this will not affect any liability to pay penalties that accrue before the new amounts are posted.

The consequences of breach provided above shall also apply if you fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the Store; or if you receive negative ratings and reviews.

12. Insurance:

You are responsible for maintaining in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

13. Confidentiality and data privacy:

Cognizant of KhodeCo’s Privacy Policy, all information, and documents concerning the conduct of business pursuant to these terms and conditions, including information relating to business methods, procedures, policies and sales information, is strictly confidential unless it is already in the public domain. 

You shall not use KhodeCo’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose KhodeCo’s confidential information without our prior written consent.

Sellers may not send advertising or promotional communications to buyers on the Store without the prior consent of KhodeCo, and shall be directly responsible to Store users for any misuse of their personal data. 

If KhodeCo is sued, fined, or otherwise incurs expenses as a result of the seller’s handling of personal data obtained through the Store, the seller shall indemnify KhodeCo in respect of the same.
 
14. Miscellaneous:

These Seller Terms and Conditions are subject to the General Terms and Conditions and shall be governed by and construed in accordance with the laws of Uganda. 

In respect of sellers operating across multiple stores operated by KhodeCo affiliates, each transaction shall be subject to the governing laws and jurisdiction of Uganda and of the Store on which the transaction took place. 

We will ask for your express agreement to any revisions of these Seller Terms and Conditions and the General Terms and Conditions within such period as we may specify, and if you do not give your express agreement to the revised versions within such period as we may specify, you shall be deemed to have consented.  If you expressly reject any such revisions you may be deemed by us to have terminated the agreement and we may disable or delete your account on the Store.

These Seller Terms and Conditions, the General Terms and Conditions, and other KhodeCo policies and guidelines shall constitute the entire agreement between you and us in relation to your use of our Store and shall supersede all previous agreements between you and us in relation to your use of our Store.

The Store is operated by Khodeyo (U) Limited and we are registered in Uganda. You can contact us by email at support@khodeco.com.

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