Vendor terms and conditions

ZAMSTORES VENDOR CONTRACT
This document sets out the terms and conditions upon which ZAMSTORES (“Zamstores”) has agreed to host, sell and distribute your products and service on Zamstores website and mobile application for you, as the Vendor. Please read these terms carefully and seek legal advice if you do not understand any of the terms. Your receipt of this document and signature below indicates your express and/or tacit acceptance of the terms of engagement listed below.

1. ZAMSTORES SERVICES
1.1 ZAMSTORES will provide the following services to the Vendor (shop, retailer, wholesale, service provider):1.1.1 Facilitate the distribution of the Vendor listing/s on the website where visitors and customers can purchase your listing;
1.1.2 Advertise and ensure proper distribution of the product/s. For clarity, ZAMSTORES will ensure that purchased products/s are distributed to a user;
1.1.3 Collect transaction money on behalf of the Vendor when a product is purchased;
1.1.4 Pay the Vendor the share of the listing sales. (“The Services”)
1.1.5 Vendor agree to have a poster (banner) of ZAMSTORES in your physical stores.

2. PAYMENT STUCTURE AND TERMS
2.1.1 ZAMSTORES will not set the price of any product/s listed. The prices will be set and put up by the Vendor based on the prices in their physical shops.
2.1.2 ZAMSTORES will allow the vendor to trade free for the 1 month on the platform of which the vendor will only encore service charge of 3% of every transaction.
2.1.3 The revenue share payable to the Vendor on the sale of each product is 90% (ninety percent) of the purchase price. The remaining income will be retained by ZAMSTORES for its operational of 7% (Seven percent) and transactional costs 3%
(three percent).
2.1.4 The Service Fee will be exclusive of all applicable taxes.
2.1.5 ZAMSTORES will pay the Vendor via electronic funds transfer, electronic wallet or mobile money at the Vendor’s sole discretion.
2.1.6 ZAMSTORES will pay the Vendor on the following terms:

1. 48 hours after purchase of any product as per Vendor request
2. Weekly payment schedule
3. Monthly payment schedule

2.1.7 ZAMSTORES will provide the Vendor with a sales report containing products details, sales data and revenue calculations within 30 (thirty) days of payment to the Vendor. If the Vendor requires another sales report, ZAMSTORES will charge nominal fee for compiling the report.
2.1.8 ZAMSTORES reserves the right to increase the frequency of payments and adjust the payment schedule as indicated in clause.
2.1.9 ZAMSTORES reserves the right to increase the revenue share in favor of the Vendor as indicated in clause.
2.1.9 While not going below the revenue share stated in clause
2.2. ZAMSTORES will inform the Vendor via email whenever any adjustment to the revenue share is made.

3. DURATION AND TERMINATION
3.1 This agreement will begin on the signature date of the Vendor and will continue indefinitely until terminated by one party giving the other party 30 (thirty) days’ written notice of termination via email, or the Vendor has breached any term of this agreement.
3.2 Upon termination for any reason, ZAMSTORES will immediately remove any Vendor account from the online platform and pay to the Vendor any income from products sales in the applicable payment period.
3.3 After termination, the Vendor may not connect itself with ZAMSTORES.

4. ADVERTISING ON THE WEBSITE
4.1 ZAMSTORES reserves the right to place third party advertisements on its website.
4.2 The Vendor agrees that ZAMSTORES may use the Vendor logo and/or name in connection with ZAMSTORES for its promotion in any medium or public space for the duration of this agreement, unless otherwise agreed upon in writing.

5. OWNERSHIP AND GRANT OF RIGHTS
5.1 The Vendor will keep ownership rights over the products/s, including the master rights and publishing rights.
5.2 The Vendor grants to ZAMSTORES
5.2.1 A non-transferable, non-exclusive, worldwide right to sell and distribute the product/s through ZAMSTORES website;
5.2.2 The royalty free, non-exclusive, non-transferable worldwide right to allow users to preview a non-substantial portion of a Products/s should ZAMSTORES provide the preview feature in the future;
5.2.3 The right to use the Vendor’s name, logo, biographical description, product/s, artwork and/or design supplied to ZAMSTORES for use on the website; and
5.2.4 The right to collect any income from the sale of product/s.

6. RELATIONSHIP BETWEEN THE PARTIES
The relationship of the parties will be governed by this agreement and nothing contained herein will be deemed to constitute a partnership, joint venture, record deal, publishing deal, employer/employee agreement or the like between them nor to constitute one party being the agent of the other for any purpose.

7. VENDOR’S WARRANTIES
The Vendor warrants and agrees
7.1 that any submitted product/s thereof, image, artwork or design provided to ZAMSTORES does not infringe any copyright or intellectual property rights of any third party to which the product/s, image/s, artwork or design belongs.
7.2 that it has the full legal right, power and authority to sign this agreement and grant the rights referred to it in clause 6 above and will notify ZAMSTORES immediately if any of the rights have been transferred to another party;
7.3 that it will obtain in writing the consent of any labor organization, management agency, copyright owner, other Vendors or any other relevant party whose performances are embodied, own any rights in the product/s or has entered into any contractual relationship with the Vendor in relation to the product/s, and the Vendor will pay all re-use payments, fees, royalties and other sums required to be paid for the consent, in connection with the use of the product/s.
7.4 That this agreement has been read and understood.

8. LIABILITY AND INDEMNIFICATION
8.1 Apart from instances of dishonesty or gross negligence, ZAMSTORES will not be liable for loss, damage or delay, including loss of profits, suffered by the Vendor as a result of ZAMSTORES provision of the Services, use of the website or negligence in respect thereof.
8.2 The Vendor agrees to indemnify and hold ZAMSTORES harmless from and against any and all actions, claims, demands, proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively “losses”) of whatever nature and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or incurred by the Vendor relating to the provision of the Services or hosting the Vendor’s product/s on the website.

9. CONFIDENTIALITY
Neither party shall during or after the provision of the Services use to the prejudice or detriment of the other party, or share to any person any trade secret or other confidential information concerning the business affairs, intellectual property or source code of ZAMSTORES or of the other party which may have come into its possession or knowledge during the course of this agreement or the provision of the
Services.

10. DISPUTE RESOLUTION
10.1 The parties must first and foremost attempt to resolve any and all disputes in good faith and with the best interests of both parties in mind.
10.2 If the parties fail to resolve such dispute in the manner or time period as the parties may agree to in their negotiation, the parties will attempt to resolve the dispute through arbitration according to the provisions of relevant legislation.
10.3 The parties both agree that in no circumstance will either party publicize the dispute on any public platform, including social media. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim.

11. GENERAL
11.1 Survival of Rights, Duties and Obligations: Termination of this agreement for any cause will not release either party from any liability which at the time of termination has already accrued to the other or which may accrue in respect of any act or omission prior to such termination.
11.2 Variation of this Agreement: No alteration, variation of, or addition to this agreement will be of any force or effect unless reduced to writing and signed by both parties.
11.3 Governing law: This agreement will be governed by and interpreted in accordance with the law of the Republic of Zambia. All disputes, actions and other matters in connection with this agreement will be determined in accordance with such law. All disputes related to this agreement shall fall under the jurisdiction of the Courts of the Republic of Zambia.
11.4 Cumulative Rights and Remedies: The rights and remedies of the parties under this agreement are cumulative and in addition to any rights and remedies provided by law.