TAJMALL Vendor E-contract

This Memorandum of Understanding (MOU) is made between TAJBank Ltd, a Bank duly registered and licensed  under the laws of the Federal Republic of Nigeria having its registered office at Plot 72 Ahmadu Bello Way, CBD, Abuja (hereinafter referred to as “the Bank/TAJBank” which expression shall where the context so permits include its successors in title and assigns) of the one part and a private limited company (hereinafter referred to as “the Vendor” which expression shall where the context so permits include its successors in title and assigns) of the other part.

 TAJBANK Ltd and the Vendor shall collectively be referred to as “the Parties” and individually as “the Party”.

 WHEREAS:

  1. The Bank is into the business of providing various financial services to its customers and provides financing facilities for the purchase of products various Vendors on its designated platform referred to as “TAJMall”.
  2. The Vendor, a shopping outfit, is into the business of providing sale and purchase services.
  3. The Parties have agreed to work collaboratively to provide sale and purchase services through the Bank’s online platform in accordance with the respective commitments set out herein.
  4. The Parties have also agreed to execute an Agreement with respect to the services, which shall supersede this Memorandum of Understanding.
  5. Notwithstanding anything hereinafter stated, this Memorandum of Understanding is an expression of intention of the Parties to enter into a binding Agreement. It serves as a bedrock for defining the rights and obligations of the Parties in the intended Agreement.

 

NOW, THIS MEMORANDUM OF UNDERSTANDING witnesses as follows:

  1. Commencement and duration:

This Memorandum of Understanding shall commence on the date above written and remain in force for an initial period of One (1) year, unless earlier terminated by either party in accordance with the provisions herein contained.

 Relationship of Parties:

The relationship between the Bank and the Vendor shall be;

  1. Where a customer makes direct purchase, the Bank shall be a facilitator and shall be entitled to earn fees for the facilitation.
  2. Where the Bank finances purchases for a customer, the Bank shall be the Purchaser and the Vendor shall be the Vendor.
  3. In furtherance of (b) above, the Principal shall ensue that the Vendor acting as an Agent of the Bank delivers purchased items/goods to the Bank’s Customers.

 

  1. Parties obligations:

2.1. The Bank:

  1. Has established a platform for online sales of products and acknowledges that its relationship with Customers are governed by the privacy policy and general terms & conditions as made available on site.
  2. Shall grant access to the Vendor to display items and goods on the platform for pick by its Customers.
  • Shall grant the Vendor an enabling platform to upload products and manage inventory on site
  1. Shall ensure payment is made to the Vendor within the specified time for every order successfully fulfilled by the Vendor and delivered to its Customers.
  2. Shall ensure information on its Customers are correctly forwarded to Vendors for ease of identification and delivery as much as technology allows.

2.2. The Vendor:

  1. Shall ensure that it displays on the platform only products that are Shariah compliant (please see Appendix I) as approved by the Bank and ensure that such displayed products are available in its store/shop.
  2. Shall provide all necessary information when listing products on TAJMall whereas such information shall include, but not limited to, a detailed name and sub-name (as the case may be), right price, quantity, descriptive picture, detailed description and specification. The Vendor undertakes to never misrepresent their product(s) with the intent to mislead or deceive a potential Customer.
  • Guarantees that all product information provided on TAJMall satisfies all legal requirements, does not violate any third party’s copyright, and satisfies all regulatory requirements for consumer protection.
  1. Guarantees the absence of any ongoing criminal, tax, or bankruptcy proceedings, or any other outstanding penalties relating to any listed product on TAJMall.
  2. Shall open a TAJBank account with the Bank for remittance of accrued payments.
  3. Shall be responsible for maintaining an updated stock of all products listed on TAJMall; the Vendor shall also process orders and arrange for products to be dropped/shipped to designated drop-off locations within 1 business day after order placement to prevent order cancellation and delivery failure.
  • In the case where the Vendor should choose to self-fulfill, the Vendor has 2-3 business days to fulfill the order to Customer. (2 business days within Abuja and 3 business days outside Abuja).
  • Shall not lift (i.e. copy and paste) images of products to be sold or displayed on TAJMall from other websites. Images to be used must be original images and not stolen images or content posted on another site. In the event of violation of this term, the Vendor hereby indemnifies TAJBank of any third party claim thereon.
  1. Shall contact Customers no more than is necessary for processing the orders generated on TAJMall. In particular, the Vendor shall not engage in advertising to, or solicitation of, other users of TAJMall to buy or sell any products or services, not listed on the TAJMall website or related to TAJMall.
  2. Shall sign a Non-Disclosure Agreement with TAJBank.
  3. Shall not upload items patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual.
  • Shall not upload old or refurbished items on site except agreed with TAJBank and must be labeled appropriately.
  • Shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal sent to TAJMall on or through the Website or any service offered on or through the Website. Vendor shall not pretend to be, or to be representing persons or impersonate any other individual or entity.
  • Shall process all packages in line with the packaging guideline provided by TAJBank.
  • Shall not upload underwears and night wears with models. Only the product image (captured without a model) should be uploaded.

 

  1. Considerations And Commission:

In consideration for TAJBank granting the Vendor access to display its items/products on TAJMall:

The Vendor hereby agrees to pay TAJBank a fixed percentage commission of gross sales revenue per product made on TAJMall. This commission percentage shall vary between different item categories. TAJBank maintains the right to modify the percentage commission and shall consequently provide a notice to the Vendor in writing prior to implementing the modified commission percentage. The bank’s commission rates can be found here.

The Bank reserves the right to make additional charges for the sale of the Vendor’s products on TAJMall. These charges may include product placement fees and marketing boost fees. TAJBank shall notify the Vendor in writing prior to the introduction of any additional charges who shall reserve the right to voluntary participation.

4. Customer Payment on Tajmall

  • All Customer payments shall be processed on TAJMall. The Bank shall receive payments for all applicable orders on the Vendor’s behalf and remits same to the Vendor as per clause 5.
  • In the case of self-fulfillment, the Vendor shall preserve all Customers’ order fulfillment and delivery receipts for a period not less than six (6) months, and upon TAJBank’s request, shall make available such receipts for purposes determined by TAJBank’s discretion. In the case of a delivery cancellation or failure, the Vendor must notify TAJBank by email within 24 hours of such occurrence. This attracts a penalty fee of double the item commission.
  • If an inaccurate payment is made to the Vendor, TAJBank reserves the sole right to alter the Vendor’s subsequent payment or seek a recall of said payment to offset such inaccurate payment.

5. Vendor Payment

  • For every successful order placed on the TAJMall, TAJBank shall make corresponding invoices available to the Vendor by email or in person. Such invoices may include TAJBank’s commission per item, claims, or other such charges as outlined in Section 3 (3.3).
  • TAJBank shall provide a monthly statement of all successful orders to the Vendor on a date within the second (2nd) week of every month consequent upon which the Vendor shall verify the said statement for commission settlement within three (3) working days from date of statement receipt. In cases where the Vendor fails to verify the statement within the agreed window, TAJBank shall reserve the right to pay the Vendor without recourse to the Vendor’s verification.
  • All Vendor payments shall be made via bank transfer to the Vendor’s registered TAJBank account and shall be less the deductible commission on sales revenue. All accrued payments to the Vendor shall be made within seven (7) working days from the date of successful order delivery (to the Customer) and shall be done every Friday or on the last working day of the week (whichever comes first).

6. Penalties

  • In cases where the Vendor does not fulfill (package and drop off/ship) a product in Customer’s order within the agreed timeline thereby triggering an order cancellation (see section 2.2, vi), the Vendor shall pay TAJBank a penalty fee up to double the stipulated commission fee for the affected product.
  • In cases where the Vendor is found to have fulfilled a wrong, damaged, expired, counterfeit or defective product which warrants a return by a Customer, the Vendor shall pay TAJBank a penalty fee for the affected product.
  • Penalty charges shall be deducted from the Vendor’s subsequent sales revenue before remittances to the Vendor.

Please find below the list of offences that will be subject to penalties;

  1. Out of stock cancellation by Vendor or TAJMall
  2. Processing of wrong/defective item(s)
  3. Processing of counterfeited or refurbished
  4. Bad Quality products
  5. Logistics Obligations:

Self-fulfill Option: With the self-fulfill option the Vendor shall ensure delivery of purchased items or goods to the Customer by hand delivery between 24-72 hours after order has been placed.

Shipping with Third-Party Logistics (3PL) Providers: Upon successful order placement and verification, the Vendor shall be notified electronically and must drop off items with a designated 3PL provider within 24 working hours after order has been placed. In the case that a Vendor’s product does not meet stipulated standards (ethics, quality, packaging), TAJBank shall reserve the right to return such products to the Vendor.

  1. License

TAJBank may choose to publish the Vendor’s product listing, logos, and other required materials on the TAJMall. The Vendor hereby agrees to grant TAJBank a perpetual, royalty-free, and unrestricted license to use and distribute any such materials for the sole purpose of marketing TAJBank’s services.

  1. Returns and Refunds Policy

Returns and refunds are available only as described in our Returns & Refunds Policy as made available through our digital, virtual and electronic channels and platforms. In such cases, TAJBank shall remain entitled to all previously defined fees including commission per product, although such affected product(s) shall be processed back to the Vendor.

  1. Termination:

10.1     This Memorandum of Understanding may be terminated by either Party upon the issuance of a 30-day Notice in writing, by        email, to the other Party declaring its intention. Termination shall not preclude Parties meeting and fulfilling existing obligations under the MoU.

10.2     TAJBank reserves the right to immediately terminate this understanding in cases where the Vendor repeatedly provides misleading information regarding its products on TAJMall and/or withholding necessary information that are needed for accurate placement of the Vendor’s products on TAJMall.

  1. Force Majeure
  2. Neither Party shall have responsibility or liability with respect to any failure or delay in the performance of any term or condition of this MoU or any supplemental to it if such failure or delay in the performance is due in whole or in part to Force Majeure.
  3. This MoU shall be suspended until the removal of such circumstances and the time for performance extended for an adequate period.
  • In the event that the circumstances shall exceed thirty (30) days in duration, the Parties shall agree on mutually acceptable steps to be taken to achieve the purpose of this MoU.

 

  1. Notices

Notice to the Parties shall be duly served if issued in writing and addressed to the Parties and is delivered at the addresses provided.

 

  1. Confidentiality

All information and documents (whether financial, technical or otherwise) obtained by any Party (Receiving Party) or its employees, contractors, consultants or agent which are not published or otherwise publicly available shall be kept confidential and not disclosed to third parties or the general public except with the prior written approval of the disclosing Party (Disclosing Party) or as required by laws of the Federal Republic of Nigeria. This prohibition shall not prevent the Receiving Party, with the consent of the Disclosing Party, from issuing press releases containing non-sensitive information in relation to the progress of the Project. This covenant shall survive termination of this MoU. The provision of this section shall be read and construed alongside any signed non-disclosure/non-compete Agreement.

 

  1. Indemnity
  2. The Parties hereby indemnify and undertake to keep each other harmless and free from any liability arising out of any claim for negligence, damages, breach of intellectual property, arising out of its own breach of the terms of this MoU.
  3. The Vendor indemnifies from all claims arising from matters beyond TAJBank’s direct or indirect control including product and services’ quality, and all third parties’ claims arising from the Vendor’s violation of laws and regulations.
  • The Vendor agrees to be liable for VAT and TAJBank will not be liable for any VAT responsibilities and/or issues.
  1. Although TAJBank cannot provide guarantees that any of its service would be free from malfunctions, it shall ensure adequate steps to resolve such issues.

 

  1. Warranty

Each Party represents and warrants that:

  1. It has full power, authority and legal right to execute, deliver and perform its obligations under this MoU.
  2. The execution, delivery and performance of this MoU has been authorized by all necessary action on the part of such Party and does not contravene any law, regulation, rule, order, Agreement or commitment binding on such Party.
  • This MoU constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms hereof except as such enforceability may be limited by applicable laws from time to time in effect that affect the rights of the parties or by limitation upon the availability of equitable remedies.

 

  1. Settlement of Dispute/Arbitration

All disputes and disagreements that might arise from this MoU shall be settled amicably in good faith failing which they shall be referred to and settled by Mediation. Any such dispute shall be referred to Mediation under the provisions of the statutory modifications or reenactment thereof for the time being in force in Nigeria.

 

17. Governing Law

  1. This Memorandum of Understanding shall be construed in accordance with and governed by the laws of the Federal Republic of Nigeria and the principles of Islamic Commercial Jurisprudence.
  2. The Parties recognize that the receipt and payment of interest is not permitted under the Shari’ah and accordingly agree that if any claims for amounts due under any document in connection with this Understanding and ancillary contracts are made in a court of law and that court, by applying the laws and regulations of its legal system, imposes an obligation to pay interest on the amounts being claimed, the Parties hereby irrevocably and unconditionally expressly waive and reject any entitlement to recover such interest.

 

APPENDIX

 Please be informed that TAJMall will not be approving the sales and creation of the following products;

  1. Alcohol beverages
  2. Tobacco products
  3. Pork-related products
  4. Temptation products (e.g. hips, burst and penis enlargement)
  5. Libido/Fertility booster
  6. Adult toys and sex games
  7. Safer sex (e.g. condoms, contraceptives etc.)