Nature’s Health Market Vendor and Vendor Service Agreement

Introduction

Nature’s Health Market  (“Nature’s Health Market”, “NHM”,  “us”), has opened up its online marketplace to enable vendors sell their products, giving instant nationwide access to vendors’ products. Vendors can 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 Nature’s Health Market will have a free subwebsite provided for them, and Nature’s Health Market will provide additional value ­added services including but not limited to marketing, customer service and logistics partnerships with logistics providers to cater for customers across the country.

Nature’s Health Market may also, at its sole discretion, provide account managers to Vendors to enable them increase their turnover quickly. Vendors can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers. We also provide convenient payment terms for the proceeds of Vendors’ sales. Nature’s Health Market offers its customers both prepaid and pay­-on-delivery payment options for goods purchased. All Vendors have to do to enjoy all these benefits is to review and accept the terms and conditions of the Nature’s Health Market Vendor Service Agreement below. Nature’s Health Market reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the Nature’s Health Market website.

Agreement

In consideration of the mutual covenants set forth in this Agreement, Vendor and Nature’s Health Market (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

  1. Services Rendered

The Vendor agrees to compensate Nature’s Health Market for the services rendered listed in section 2 below (“Services”).

  1. Delivery of Services

Nature’s Health Market will use reasonable diligence in rendering the Services offered to the Vendor, which include the following:

– Online storefront tailored to the Vendor with payment gateway and escrow service at NaturesHealthMarket.com.ng;

– Access to Nature’s Health Market HQ and other account management systems;

– Access to an account officer, where provided, and other account management services;

– Access to logistics partners;

– Provision of analytics;

– Vendor Services Helpline Number (Mon – Fri; 08:00 – 18:00)

– E­marketing, and other marketing services as available and appropriate.

Nature’s Health Market 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 Vendor will be informed before provision of the said services.

Nature’s Health Market reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.

The Vendor agrees to use reasonable diligence in providing Nature’s Health Market with genuine products, up­ to­ date product quantity information and accurate product information.

  1. Compensation

For all of the Services provided by Nature’s Health Market under this Agreement, the Vendor shall compensate Nature’s Health Market, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all Vendors; or agreed in advance between both parties, or detailed elsewhere on the Nature’s Health Market website.

Every Vendor shall have an opening/ minimum balance of N10, 000.00 (Ten Thousand Naira) only in his/her Nature’s Health Market Wallet upon registration with Nature’s Health Market. Nature’s Health Market shall have the right to deduct commissions for all “Self-fulfilled Orders” directly from the Vendor’s Nature’s Health Market Wallet or from his/her designated Bank Account in the event his/her wallet is empty.

Nature’s Health Market will from time to time review the category commission structure and will notify the Vendor of any changes by communicating directly to Vendors, or publishing the same on the Vendor Control portal, or on Nature’s Health Market’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. Nature’s Health Market will remit payments for sales generated by the Vendor 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 Vendor and Nature’s Health Market 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 Nature’s Health Market. Vendor shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Nature’s Health Market’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

Nature’s Health Market shall be deemed as an independent contractor. Nature’s Health Market will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Vendor will not withhold or pay any income tax, social security tax, or any other payroll taxes on Nature’s Health Market’s behalf. Nature’s Health Market is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Vendor. Nature’s Health Market understands that it will not be entitled to any fringe benefits that Vendor 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. Nature’s Health Market reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Nature’s Health Market website.

  1. Indemnification

Vendor warrants that everything it gives Nature’s Health Market to use in the delivery of the Services or any deliverable is legally owned or licensed to the Vendor. The Vendor agrees to indemnify and hold Nature’s Health Market, its employees and associates harmless from any and all claims brought in the performance of the Services.

Vendor shall indemnify and hold NATURE’S HEALTH MARKET harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or the products and/ or the information and or any and all activities related and connected to the Contents and/or the Services and/ or the products, irrespective of any direct liability of the Vendor (“Third Party Claim”).

  1. Limitation of Liability

A) Not withstanding applicable returns policy, Vendor further covenants to:

  1. Pick up fresh returned orders from the Nature’s Health Market Pick Up Centres or offices  within 5 days of notification of such return via sms or e-mail, failing which, the order will be sent back to Nature’s Health Market’s Warehouse and another notification to the Vendor to request for the delivery of same at Premium Courier rates.
  2. If the item remains unrequested for a while (maximum of two days) at the Nature’s Health Market Warehouse, Nature’s Health Market shall send a notification via sms of the daily cost of demurrage to the Vendor at N200.00.er sms.
  3. If the Vendor fails to respond after 5 days, Nature’s Health Market shall notify Vendor by sending reminder emails or sms every day, for an extra 2 days.
  4. In the event that the goods are not picked up from the Pick Up Centres after 5 days and still remain un-requested for after another 9 days elapses (that is a total of 14 days), such Vendor goods shall be destroyed by Nature’s Health Market.
  5. Vendor hereby indemnifies Nature’s Health Market against any such claims and holds Nature’s Health Market non-liable for the disposal of such returned goods referred to in the clauses above.

B) Vendor agrees to indemnify, defend and hold harmless Nature’s Health Market against and from any third party claims (including reasonable legal or arbitration costs) arising from:

  1. any breach or default on the part of the Vendor of any obligations
  2. negligent act or omission of Vendor; or
  3. willful violation of the law, wrong description and price of products advertised; or
  4. an offence committed by Vendor,
  5. provision of fake, inferior or substandard products that have been sold as genuine;
  6. provision of used, refurbished or damaged products that has been sold as new or unused;
  7. Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NAFDAC, SON etc);
  8. Fails to meet the Quality of Service Standards (QoS) as defined in the  ratings system (details on request);
  9. 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.
  1. Term & Termination

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.

Nature’s Health Market has the right to evict the Vendor from Nature’s Health Market if any, or a combination, of the following breaches are committed:

– Fails to make a product that has been sold on Nature’s Health Market 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 have 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 NAFDAC, SON, etc);

– Fails to meet the Quality Of Service Standards (QoS) as defined in the Vendor 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 Nature’s Health Market, or any of Nature’s Health Market’s partners or other vendors into disrepute.

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

  1. Policy on Counterfeit, Refurbished and Unauthorized Products on Nature’s Health Market Mall

Nature’s Health Market is committed to delivering stellar services to its customers at all times, and we strive to ensure that all products sold via Nature’s Health Market and shipped to buyers are held to the same high quality standards. Nature’s Health Market has zero tolerance for counterfeit products, therefore any store that sells unoriginal, fake/replica, substandard, unapproved, unlicensed, refurbished or unauthorized items on Nature’s Health Market will be automatically suspended and the authenticity of the products will be investigated. If the Vendor is then proven to sell these items, the store will be permanently prohibited from selling on Nature’s Health Market. This policy excludes official replica items produced and sold by authorized brands and organizations.

  1. Insurance

Vendors shall be responsible for insurance in relation to goods shipped to customers.

  1. Copyright and Infringement Trademark

Nature’s Health Market respects all copyright and trademarks of others. As a Vendor on our website you must in turn respect these rights. Nature’s Health Market will immediately terminate or suspend a Vendor who infringes another’s trademark or copyright.

  1. Independent Contractors

The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.

  1. Restrictions and Prohibitions

– All product descriptions must be true, accurate and non-misleading.

– Products sold by Vendors must not be fraudulently obtained or involve the sale of counterfeit or stolen items.

– Vendors must not infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Nature’s Health Market will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of Vendors who may be infringers.

– Vendors must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, import control, production control, NAFDAC control, SON control, other regulatory controls, consumer protection, unfair competition, anti- discrimination or false advertising).

– Products/description of products must not be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities.

– No display of images containing pornography is permitted.

– You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;

– Vendors must not incur liability for Nature’s Health Market and its subcontractors or expose them to undue risk or otherwise engage in activities that Nature’s Health Market, in its sole discretion, determines to be harmful to Nature’s Health Market’s affiliates, Partners, operations, reputation, or goodwill.

– Vendors must not post or display any materials that exploits or otherwise exploits children under age of 18 years.

– Vendors must not conduct activities such as gambling, sweepstakes, raffles and lotteries.

Nature’s Health Market is compliant with all the Money Laundering Regulations and all Money Laundering activities are prohibited.

  1. Force Majeure

The Parties agree that they 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 nature (otherwise described by many as 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 and Dispute Resolution

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 settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;

Where the Parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a Party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Lagos State Multi Door Court House (LMDC), Igbosere Lagos under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.