Vendors Terms and Conditions

Both Courteville and the Merchant are referred to as “the Parties” and individually as “Party.”

Courteville engages in the development of e-business solutions for process engineering and provides state of the art automated devices in all sectors of the economy through its AutoRegTM enterprise business tool.

Courteville has designed a world class shopping site, called “EGOLE” where merchants, individuals or corporate entities of different category can display goods either perishable or non-perishable for sale, and customers - individuals or corporate entities can purchase online such goods displayed on the website using InterSwitch, e-Tranzact or Visa payment Card, Verve and MasterCard.

The Merchant is desirous of employing the Egole shopping site for the display and sale of its goods and services.

The Merchant has signified its intention to Courteville and Courteville has agreed to admit same on its Egole shopping site.

This Merchant Terms and Conditions shall remain binding on both parties, once accepted by the Merchant.

1. DEFINITION

In this Terms and Conditions unless expressly indicated otherwise, the following words and expressions have the meanings specified below:

1.1 “Terms and Conditions” means this Merchant Terms and Conditions as set out in this document and its annexures as may from time to time be amended, suspended or transferred with its terms and as agreed between the Merchant and Courteville.

1.2 “Customer” means any individual or a corporate entity that makes a purchase on the Egole shopping site.

1.3 “Courier Company” means Courteville’s appointed courier companies duly advised to merchants as the official courier companies for the pickup and delivery of goods purchased from the Egole site.

1.4 “Delivery day” means days of the week, Mondays – Saturdays with the exception of Sundays and such days that are declared public holidays by Government.

1.5 “Delivery waybill” means the delivery form which comes in quadruplicates to be used by the courier companies for the pickup of goods from the Merchant and also for the subsequent delivery of the goods to the customer(s).

1.6 “Egole” means the e-commerce platform that affords both Merchants and consumers the ability to sell and/or buy displayed items electronically on the internet.

1.7 “Fees” means the amount payable by the Merchant to Courteville as set out in Clause 5.

1.8 “Goods” means any item displayed for sale and purchased online via the Egole shopping site and indicated as the purchase item on the Order Notification.

1.9 “Merchant Dispatch Form” means the sales invoice or waybill which comes in triplicates to be used by the merchants for the dispatch of good(s) to the courier company.

1.10 “Order Notification” means the email message sent to the Order Notification email address(es) of the Merchant, which contains the details of good(s) purchased on the Egole shopping site by the customer(s), the Merchant’s details and the shipping to address.

1.11 “Order Notification email address(es)” means the Merchant’s specified email address(es) provided to Courteville through which the Merchant will receive Order Notification(s) from the Egole shopping site.

1.12 “Settlement” means the procedure by which Courteville reimburses the Merchant for the transactions concluded on the Egole shopping site.

1.13 “Shipping to address” means the customers’ delivery address(es) for good(s) purchased on the Egole shopping site as indicated on the Order Notification(s).

2. Acceptance of Order Notification

2.1 During the entire duration of this Terms and Conditions, the Merchant shall accept, without discrimination, all valid Order Notification(s) from the Egole Shopping site received via the Merchant’s electronic mail system in the Order Notification email address(es) provided by the Merchant in respect of any bona fide, legitimate business transaction arising out of the Merchant’s ecommerce trade in accordance with all the terms and conditions contained in this Terms and Conditions.

3. PARTIES OBLIGATIONS

3.1 The Merchant shall:

3.1.1 Comply fully with all directives issued from time to time by Courteville in respect of Egole shopping transactions and ensure that its employees fully comply with such directives.

3.1.2 Comply fully with Courteville’s instructions as stated in this Terms and Conditions, relating to all security measures applicable with e-commerce and required for complying with its obligations under this Terms and Conditions.

3.1.3 Act, within 24 hours, on all Order Notification(s) received and ensure availability of such good(s) as are displayed on the Egole shopping site. Order(s) placed after 6:00 pm in a particular day automatically moves to the following working day.

3.1.4 Ensure the quality of its good(s) displayed on Egole shopping site and upon receipt of Order Notification immediately and properly package the purchased good(s) in preparedness for pickup by the Courier Company and observe all packaging and handling requirement signs as regards such good(s).

3.1.5 Ensure that at the point of pickup of the good(s) by the Courier Company, that the following documents are completed and presented by the Courier Company before the handover of the good(s) to the Courier Company:

i. A printed copy of the Order Notification(s)

ii. Courier Company’s waybill.

3.1.6 Ensure that a jointly signed copy (Courier and Merchant) of the delivery waybill is obtained from the Courier Company, the Merchant Dispatch Form is signed by the Courier Company and a copy of same handed over to the Courier Company.

3.1.7 Ensure inventory of good(s) displayed on the Egole shopping site are updated daily and immediately notify Courteville of stock-out of any good(s).

3.1.8 Keep for a period of 6 months details of all transactions and documents including but not limited to item request notifications, shipper’s authorization, and upon the request of Courteville, provide within Seven (7) days from the date of such request such details and documents. In the event of failure, refusal or neglect to provide such details and documents for any reasonable cause the Merchant shall, upon the request of Courteville bear all amounts/obligations/claims relating thereto.

3.1.9 Not discriminate against any Courier Company who Courteville certified as a duly registered Egole Courier Company, who presents Order Notification(s) for services paid for and good(s) purchased.

3.2 Courteville shall:

3.2.1 Provide the Merchant with all documentation, software and software upgrades required to perform its obligations under this Terms and Conditions.

3.2.2 Provide the e-commerce platform upon which all Merchant’s goods and electronic copies are uploaded and displayed for sale.

3.2.3 Provide the payment gateway to complete every sale transaction.

3.2.4 Ensure that the sales and electronic payment system of the Egole shopping site is operational and maintained to service customers Twenty Four (24) hours/Seven (7) days a week.

3.2.5 Appoint and approve agreed number of Courier Companies for the sole purpose of delivery of requested and purchased good(s) displayed on the Egole shopping site.

3.2.6 Bear all expenses, fees, and other attendant costs relating to the creation, provision and maintenance of Egole Shopping site.

3.2.7 Ensure the settlement of the Merchant as defined in Clause 6, on weekly basis the value of all good(s) purchased from the Merchant on Egole shopping site.

3.2.8 Ensure the reconciliation of all transaction and accounts.

3.2.9 Settle any resultant dispute on deliveries between the Merchant, Courier Company and Customer, in the event of an undelivered good(s) or damage in any manner to the good(s).

4 ORDER NOTIFICATION VALIDATION

4.1 The Merchant shall:

4.1.1 Verify the true identity of the Courier Company at all times by the Courier Company’s Identification Card provided by the staff and also provide a proper space/desk for a Courteville staff who will be located at the supermarket to perform the following functions in Clauses 4.1.2 and 4.1.3.

4.1.2 Request for and sight the Order Notification(s) presented by the Courier Company and ensure that details of the Courier Company’s Order Notification(s) corresponds with its Order Notification(s) before the release of requested good(s) to the Courier Company. If Merchant cannot, for any reason obtain an Order Notification to validate any Order Notification presented by the Courier Company, it shall request a telephone and/or email confirmation from Courteville’s designated Administrator before release of the requested good(s) to the Courier Company; provided that Courteville shall bear liability for any improper transaction arising therefrom.

4.1.3 Not be entitled to reimbursement from Courteville if the Merchant releases good(s) to the Courier Company without receiving prior confirmation from Courteville’s designated Administrator in the manner described in Clause 4.1.2.

5 FEES/ PRICING STRUCTURE FOR EGOLE SHOPPING MERCHANTS

5.1 The Merchant shall not pay any Fee to Courteville.

5.2 Courteville may change its fees policy and the Fees for its services from time to time and if such changes are agreeable to the Merchant, the Merchant shall notify Courteville in writing, otherwise this Terms and Conditions may be terminated. Courteville’s change in its fees policy and the Fees for its services shall be effective within Seven (7) days of Courteville’s receipt of the Merchant’s Consent to the change in Fees.

5.3 The Merchant hereby authorizes Courteville to deduct any future agreed outstanding fees from any amount due to the Merchant in furtherance of this Terms and Conditions before Settlement.

5.4 All fees under this Terms and Conditions shall exclude all taxes, fees, duties, charges, and any related penalties and interest, arising from the payment of any and all fees under this Terms and Conditions.

6 SETTLEMENT

6.1 To properly effect Settlement, the Merchant must comply with the terms and conditions and operating processes set forth in this Terms and Conditions and such instructions and directive as maybe issued from time to time by Courteville. Settlement will be performed on a schedule as agreed in Clause 3.2.8 set by Courteville.

6.2 Both Parties’ records including but not limited to letters, telex, facsimile, digital recording, books, accounts and files shall constitute proof of each transactions contemplated under this Terms and Conditions.

6.3 Any claim, objection to, or query by the Merchant in respect of Courteville’s records of any transaction contemplated under this Terms and Conditions must be received by Courteville within Seven (7) days or within a reasonable time from the date of receipt settlement or other document advising the Merchant of the transaction.

7 WARRANTIES

7.1 Merchant represents and warrants that it has the right to enter into this Terms and Conditions and entering it will not result in a breach of any other Terms and Conditions to which it is a party.

7.2 The Merchant warrants that the good(s) it shall put on Egole shopping site shall be of excellent quality, suitable, merchantable and fit.

8 LIMITATIONS ON LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES

8.1 In no event shall the Parties, their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by Terms and Conditions of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages.

8.2 Notwithstanding anything in this Terms and Conditions to the contrary, the Parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including, but not be limited to those arising out of or related to this Terms and Conditions) and regardless of the form of action or legal theory shall not exceed the amount of Fees received by Courteville pursuant to this Terms and Conditions for services performed in the immediately preceding twelve (12) months.

9 MARKETING MATERIALS AND PROMOTION

9.1 Courteville may produce marketing materials to promote the Egole shopping site. The marketing materials may be included at no cost to the Merchant and may be made available to the Merchant for additional cost, as may be disclosed to the Merchant by Courteville in writing from time to time and as agreed by the Merchant in writing.

10 INDEMNITIES

10.1 The Merchant shall indemnify and hold Courteville, along with its partners, and its officers, directors and employees, harmless against all losses, liabilities, damages and expenses (including without limitation to reasonable attorney’s fees) resulting from the Merchant’s actions, including but not limited to, any breach of any warranty, covenant or Terms and Conditions or any misrepresentation by it under this Terms and Conditions, or arising out of its or its employees’ gross negligence or willful misconduct including as a result of its processing of transactions.

10.2 Courteville shall indemnify and hold the Merchant, along with its partners, and its officers, directors and employees, harmless against all losses, liabilities, damages and expenses (including without limitation to reasonable attorney’s fees) resulting from the Merchant’s actions, including but not limited to, any breach of any warranty, covenant or Terms and Conditions or any misrepresentation by it under this Terms and Conditions, or arising out of its or its employee’s gross negligence or willful misconduct including as a result of its processing of transactions.

11 CONFIDENTIALITY

11.1 Both parties agree to keep confidential all information regarding transactions processed by it under the Egole shopping site, including but not limited to transaction history and any other information provided to the other party and identified as confidential for a period of five (5) years after termination of this Terms and Conditions. Such confidential information may not be sold, transferred, traded or bartered to third parties by the other party.

11.2 Courteville shall be entitled to take all steps it considers necessary to verify the information contained in the Merchant Registration Form, and to provide any confidential information relating to any account operated by the Merchant to any person (including any credit bureau) in accordance with generally accepted banking practice.

11.3 The Merchant consents to the disclosure by Courteville of any information concerning the Merchant to any financial institution, for use in any fraud prevention schemes they may set up, collectively or individually. Information may also be disclosed to the members’ security organization and to the Merchant performance reporting services for the purpose of assisting Courteville to identify Merchants who are, or are suspected of being, or and likely to become involved in fraud or in any other fraud prevention matter.

12 DISPUTE RESOLUTION

12.1 The construction, interpretation, validity and performance of this Terms and Conditions shall be governed by the Nigerian law.

12.2 The Parties shall use their best endeavours to settle any dispute or difference of opinion between them arising from or in connection with this Terms and Conditions amicably through mutual discussion.

12.3 If the Parties are unable to resolve the dispute or disagreement through mutual discussion within thirty (30) days, such disagreement or dispute shall be finally referred to arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria 2004 and as subsequently amended. The Parties shall mutually appoint one arbitrator and where Parties cannot agree, the arbitrator shall be appointed by an independent party.

12.4 The Place of Arbitration shall be Lagos State, Nigeria.

13 NOTICES

13.1 Unless otherwise provided herein or agreed to by the parties, any notices, requests or other communications mentioned herein shall be in writing (by telex, facsimile, Email or letter) and sent to the address of the party as contained at the head of this Terms and Conditions or such other address as that party may from time to time notify to the other party in writing.

13.2 Notices sent as above shall be deemed to have been made to the other party on the day of delivery in the case of safe hand communications, three (3) days after dispatch in the case of courier services or registered post and twenty four (24) hours after dispatch in the case of electronic or internet communications.

14 MISCELLANEOUS

14.1 The Terms and Conditions is valid and applicable to all outlets owned by the Merchant.

14.2 Both Parties acknowledge that this Terms and Conditions has been signed by the authorized persons who are fully empowered to sign it. Both Parties shall have no right to challenge the authority of the duly authorized person(s) and all transactions already executed shall remain valid.

14.3 If any term or provision in this Terms and Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Terms and Conditions and the enforceability of the remainder of this Terms and Conditions shall not be affected.

14.4 This Terms and Conditions shall remain valid regardless of any amendment or change in the name, Memorandum and Articles of Association or constitution of the membership of the partnership of a party and the party shall be bound to notify the other party immediately upon the occurrence of any such change or amendment.

14.5 The terms of any form, forms, written instructions or directives by Courteville including but not limited to Merchant Registration Form in respect of the transactions contemplated by this Terms and Conditions shall be considered an integral part of this Terms and Conditions, and in case of any inconsistency with the provisions of this Terms and Conditions, the provision that achieves the best interest of the purpose of this Terms and Conditions shall be applicable.

14.6 This Terms and Conditions constitutes the entire Terms and Conditions between the parties hereto and the parties acknowledge that they have not entered into this Terms and Conditions in reliance wholly or partly on any statement or representation made to any of them by the other except as contained or referred to herein.

14.7 No forbearance or indulgence by a party in enforcing any term or condition of this Terms and Conditions shall prejudice a party’s rights or powers under this Terms and Conditions and no waiver of any breach shall operate as a waiver of any subsequent or continuing breach.

14.8 Both parties shall not assign or transfer or permit the assignment or transfer of its rights and obligations under this Terms and Conditions without prior written consent of the other party.

14.9 This Terms and Conditions may be amended or changed by the mutual consent of the Parties and such amendment shall become effective upon the execution of the amendment by duly authorized representatives of the Parties which shall be an addendum to this Terms and Conditions.

14.10 Nothing contained in this Terms and Conditions shall operate to constitute a partnership or similar legal association between Courteville and the Merchant.

15 DURATION AND TERMINATION

15.1 This Terms and Conditions shall come into effect upon execution by both Parties and shall remain in effect between Parties until it is terminated in accordance with the provisions of this Terms and Conditions.

15.2 Both parties shall have the right to terminate this Terms and Conditions by giving the other Party thirty (30) days prior written notice.

15.3 Notwithstanding any provision to the contrary, Courteville may terminate this Terms and Conditions at its absolute discretion and without prior notice to the Merchant if:

a) The Merchant ceases to carry on its business or if an order is made or an effective resolution is passed for the winding up/insolvency of the Merchant;

b) Any execution or distress is levied upon or against any of the chattels or property of the Merchant and is not discharged within seven (7) days;

c) The Merchant shall stop payments due to Courteville or shall cease or threaten to cease to carry on its business or any substantial part thereof;

d) Fraudulent transactions account for more than 10% of the Merchant’s sales turnover in any one month.

e) In the event of termination of this Terms and Conditions for any reason whatsoever, all payments to be made to Courteville by the Merchant shall become immediately payable without any further demand by Courteville.

15.4 Notwithstanding any provision to the contrary, either party may terminate this Terms and Conditions with thirty (30) days prior notice to the other party if the other party is in breach or defaults in the performance of any of its obligations as provided under this Terms and Conditions.