Intersouq Group Ltd is focused on online retail business and plans to connect millions of household customers with distributors via its online marketing platform intersouq.com.
Intersouq’s online platform allows Vendors to sell their products and provides pick up, delivery and storage services. The Vendor intends to sell products on Intersouq’s platform and Intersouq agrees to allow the Vendor to use its website platform for this purpose.
The Parties have thus agreed to enter this Agreement in good faith and based on the terms and conditions hereunder set out.
- This contract expressly supersedes prior agreement or arrangements with the Vendor.
- By signing this contract, both parties agree that customer satisfaction is the ultimate interest guiding the commercial actions and behaviors of both parties.
- Every transaction of the Vendor on Intersouq’s platform is bounded to the acceptance of all the terms of this contract and accessible on intersouq.com and to Vendor’s renunciation to claim any of its own general terms and conditions of sales.
- The service provided by Intersouq Group Ltd is limited to referring customers to the Vendor and accepting orders and payments on their behalf, as well as a supporting range of logistics and marketing services, to be requested and purchased by the Vendor. This support is remunerated via the agreed upon level of commission and service fees.
Intersouq Group Ltd may use the services of subcontractors to execute any part of the present contract or any kind of existing or future services Intersouq can propose to Vendors and customers.
This agreement is valid as soon as it is signed by the Vendor. It remains valid until terminated by either party in accordance with the termination clause herein;
- Termination of contract by the Vendor: This contract remains valid for one year extendable by tacit agreement until one of the parties terminates it. Vendor may terminate this Contract by serving a thirty (30) Days’ notice in writing with acknowledgement of receipt. In these 30 days, the parties will continue to respect all the terms of this agreement.
- Termination of contract by Intersouq Group Ltd: Intersouq Group Ltd may immediately terminate this contract if the Vendor fails to meet level of operational performance considered as bare minimum to provide a satisfactory Customer experience of purchase on the platform and/or breaches any clauses in this contract.
- Severability: Both Parties acknowledge and agree that the provisions of this Agreement are severable and if any provision in this Agreement is held invalid or unenforceable under any competent jurisdiction, such invalidity or enforceability will be restricted only to the this provision and will not in any manner affect the validity or enforceability of the other provisions in this Agreement. Both parties will endeavor to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause.
- Modification of the contract by Intersouq Group Ltd: Intersouq Group Ltd reserves the right to make changes to this contract by giving a 2 weeks’ notice to the Vendor through email. The vendor may raise any concerns they may have within this 2 week period and if none are raised in writing it will then be assumed that the Vendor has accepted the changes.
Governing Law: This Agreement is governed and interpreted in accordance with the law of KENYA.
Permanency of contractual obligations: Parties to this Agreement shall continue to uphold their respective contractual obligations at all times until the resolution of any conflict or dispute in accordance with the terms of this Agreement.
Dispute Resolution: Should any dispute arise between the parties with regard to the interpretation, rights, obligations and/or implementation of any one or more of the provisions of this Agreement, the parties shall in the first instance attempt to resolve such dispute by amicable negotiations.
- The Vendor, Intersouq Group Ltd, its suppliers, contractors or any other employee of Intersouq Group Ltd will not be held as responsible for any delay or non-compliance of its services in case of force majeure. Will be considered as force majeure all the cases usually accepted by the national jurisprudence and the total or partial strikes, lock-out, impossibility to access public transportation, hurricanes, fire, floods, legal modifications of the commercial rules, and any other case which can’t be controlled by either the Vendor or Intersouq Group Ltd, its suppliers or any other subcontractor.
- Each party will notify the other party in writing immediately after the event or within 7 working days.
- In case of a case of force majeure, if the contractual obligation cannot be respected for more than a month, the parties will not have to respect their contractual obligations and the contract will be deemed terminated.
- The party which is affected by the force majeure has to notify the other party in writing. The affected party will take the necessary measures to limit as much as possible the effects of this force majeure. The non-affected party may then choose to terminate the contract or wait for the act force majeure to lapse.
- Upon termination of this Agreement each Party must immediately return to the other Party all material in its possession which contains Confidential Information of the other Party.
- However, the obligation of conservation of secrecy does not extend to the information which, at the moment of their transmission, is public or known by the public.
- A party will not be liable for divulging confidential information of either party, when required by
- The Vendor warrants, represents and covenants that its manufacture, sale distribution and use of the Goods do not infringe directly or indirectly any Intellectual Property. The Vendor warrants, represents and covenants that Intersouq Group Ltd’s feature of the Goods on the Platform does not infringe any Intellectual Property, whether directly or indirectly.
- The Vendor undertakes and represents to Intersouq Group Ltd that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Goods and the supply of the Goods and is able to grant and hereby grants and irrevocable, non-exclusive and royalty free license to use all such Intellectual Property for the purposes of marketing, promoting and featuring the Goods on the Platform. Intersouq acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Goods and that all those rights and goodwill are, and will remain, vested in the Vendor or the owner of the Intellectual Property (as the case may be).
- The Vendor represents and warrants to Intersouq Group Ltd that it is not aware of any claims made by any third party with regards to the any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Goods.
- The Vendor agrees to release, defend, protect, indemnify and holds Intersouq Group Ltd, their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Goods.
- The Vendor shall not be entitled to use any Intellectual Property belonging to Intersouq Group Ltd without Intersouq Group Ltd’s prior approval in Writing.
Both Parties acknowledge and agree that the rights and duties created by this Agreement are personal to the Parties and that it was granted in reliance upon their individual or collective character and business ability, therefore neither Party may assign this Agreement wholly or Partially without the prior written consent of the other Party. However Intersouq in fulfilling its obligation to the customer may assign some of these rights to third parties
No guaranteed income
No warranties or representations are made with the regard to potential revenues that may be earned by the Vendor from the provision of Intersouq Group Ltd’s services and no reliance should be placed on any statements or projections provided, whether verbal or in writing to this respect.
Both Parties acknowledge and agree that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressed in it.
Schedules, Appendices and Annexures
All schedules, annexures, appendices and amendments hereto form part of this agreement.
IN WITNESS WHEREOF this agreement has been duly executed in two counterparts on the effective date by:-