WHEREAS Zimbabwe Posts (Private) Limited (hereinafter referred to as Zimpost) is a private company duly incorporated in terms of the laws of Zimbabwe registration number 4505/2000 whose business includes the provision of postal services. Zimpost is the owner of Zimbabwemall an integrated e-commerce platform, that facilitates online shopping, selling, payments and logistics by individuals, businesses and corporates in Zimbabwe, the region and internationally.
This E-seller Agreement, and all policies posted on our sites articulate the terms and conditions on which Zimbabwemall offers you access to and use of our sites, services, applications and tools. By signing up and registering on Zimbabwemall, you agree to comply with all terms and conditions provided under this agreement.
AND WHEREAS Zimpost has agreed to create the said online store upon the terms and conditions of this Agreement. Both parties are desirous to mutually promote and extend their services and have agreed on terms and conditions provided.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
- DEFINITION OF TERMS
For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this clause.
1.1. “Customer” shall mean any individual, group of individuals, Zimpost, partnership or any other entity placing an order for the purchase of products on offer through the Online Store.
1.2. “Price” shall mean the cost at which the Products are to be delivered to the Customer by Zimpost inclusive of shipping charges, if any.
1.3. “Effective Date” shall mean the date on which E-seller account is activated on the Zimbabwemall platform. .
1.4. “E-seller” shall mean a person or entity incorporated or otherwise more specifically described hereinabove, selling products through the Online Store.
1.5. “Online Store” shall mean a virtual electronic web shop created on the Zimbabwemall online portal for sale of E-seller’s products either through web site of Zimpost or any other gadget or instrument displaying the particulars of the E-seller’s products available for sale, or any other means by which the customer places an order for the product of the E-Seller.
1.6. “Order” shall mean a request to purchase products wherein customer has agreed to purchase the product upon agreeing to the terms and conditions set forth on the online store.
1.7. “Products” shall mean merchandise for resale put up for sale on the Online Store by the E-seller.
1.8. “Price” means the selling price of a product inclusive of delivery charges and applicable taxes.
1.9. “Shipping Charges” shall mean postal charges including all taxes incurred for delivering the product(s) to the customer.
1.10. “Service charge” shall mean the commission per transaction charged by Zimpost to the E-seller upon sale of product on the Zimbabwemall platform.
1.11. “Zimbabwemall” means the online web shop owned and operated by Zimpost which facilitates trade between the E-seller and the customer.
- EFFECTIVE DATE AND DURATION
2.1. This Agreement shall be deemed to have commenced on the date the E-Seller account is activated.
2.2. This Agreement shall be valid for an initial period of one year and shall be automatically renewed for further periods of one year unless terminated by either party in writing in accordance with any of the provisions outlined in clause 16.0 below.
- SCOPE OF AGREEMENT
3.1. Zimpost shall offer to the E-seller its services for facilitating online sale of the E-seller’s products including hosting and technology, customer support, postal/delivery services, payment services and all the other related services to ensure customer satisfaction on behalf of the E-seller. The E-seller shall pay to Zimpost the service charges as specified in this agreement, on all sales effected through the online store.
4.0. Consideration and Payment Terms
4.1. Zimpost shall collect the Payment on behalf of the E-seller in respect of the orders received through the Online Store. In consideration of the services rendered Zimpost shall raise charges to the E-Seller at the rates of 10 % of the value of the product sold.
4.2. Zimpost shall pay the E-Seller the balance of the Price net of the service charges in respect of approved order(s) processed through the Online Store. The shipment cost will be levied to the buyer in accordance with the prices outlined on the platform which costs are subject to change from time to time at the discretion of Zimpost and as notified on the Zimbabwemall website
4.3. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, E-seller agrees that Zimpost shall levy the service charges, plus the return shipment cost as outlined on the platform and the said charges will be deducted from the amount due and payable to E-seller.
4.4. Payment of the Sale Proceeds to E-Seller shall be done by Zimpost in the following manner:
4.4.1. Zimpost will transfer the amount paid by the customer into the E-seller account provided, less 10% commission.
4.4.2. Zimpost shall deduct charges as specified above from the total amount collected from the orders received by the E-seller through the online store.
4.5. The E-seller agrees to bear all the applicable taxes, duties, or other similar payments (including VAT) arising out of the sales transactions of the products through the online store and Zimpost shall collect, report, or remit any taxes arising from any transaction, in terms of the applicable laws of Zimbabwe.
5.0. ZIMPOST’S OBLIGATIONS
5.1. Provide E-seller with space on the Zimbabwemall to list their goods and services in order to enable clients to buy the goods and services from the online store.
5.2. Register and activate E-sellers on the Zimbabwemall
5.3. Notify E-seller through email of the new account details.
5.4. Collect or accept goods or items purchased by clients from the E-seller
5.5. Verify the correctness of the goods or items specified or listed on the consignment note and sign for the goods or items when satisfied.
5.6. Inspect the purchased goods or items and ensure that they conform to the relevant Terms and Conditions and that they are securely packaged and intact.
5.7. Refer any insecurely packaged, broken, soiled or damaged items to the E-Seller for re-packaging
5.8. Verify the weight of the items or goods as per the consignment note(s) where necessary
5.9. Affix a Bar-code and/ or Service Identifier number or sticker on each of the packages or batches
5.10. Check that all the goods are legibly and sufficiently addressed and labelled
5.11. Timeously dispatch the goods or items to the office of destination
5.12. At the office of delivery, check on receipt that the goods or items are intact.
5.13. Issue a delivery c-slip and hand over the goods on a delivery list to the delivery officer or driver.
5.14. Deliver timeously the purchased products or items to the respective buyers within the agreed delivery time period.
5.15. Communicate with the E-seller or E-buyers on any relevant issues requiring their attention
6.0. E-SELLER’S OBLIGATIONS
The E-Seller shall:
6.1 Register on the Zimbabwemall and obtain the official E-Seller account to enable activation of the account. Through the interface provided by Zimpost on the online store, the E-seller shall provide the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
6.2. .The E-seller shall not provide any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, and vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. The E-seller shall provide the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
6.3. Provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
6.4. The E-seller shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
6.5. At all times have access to the Internet and its email account to check the status of approved orders,
6.6. On receipt of the approved order, E-seller shall package the products and make them ready for collection by Zimpost within a period not exceeding 48 hours or within the time as specified in the product description on its online store.
6.7. In respect of the orders for Products placed through the Online Store, the E-seller shall submit proof of dispatch to the satisfaction of Zimpost within 48 hours of the request made by Zimpost.
6.8. In the event that the products are not accepted by the customer due to any anomaly such as wrong / damaged products dispatched, the affected products shall be replaced by the E-seller at no extra cost to the aggrieved customer. The E-seller hereby authorizes Zimpost to entertain all claims of return of the product in the mutual interest of the E-seller as well as the customer.
6.9. Update the Order Status on a daily basis,
6.10. The E-seller shall not send any of its promotional or any other information with the products ordered by the customer unless specifically requested to do so by the customer and in prior agreement with Zimpost. The E-seller shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of Zimpost,
6.11. The E-seller shall dispatch products that align with the description, quality, quantity and price as described and displayed on the Online Store as well as in accordance with the order placed by the customer.
6.12. The E-seller shall raise an invoice in the name of the customer and undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store.
6.13. The E-seller shall not offer any products for sale on the Online Store, which are prohibited, dangerous, against public policy, banned, unlawful, illegal or prohibited under the Zimbabwean laws.
6.14. The E-seller shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
6.15. Pass on the legal title, rights and ownership in the products sold to the customer.
6.16. Be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the E-seller.
6.17. At all times during the tenure of this agreement endeavour to protect and promote the interests of Zimpost and ensure that third parties’ rights including intellectual property rights are not infringed.
6.18. At all times be responsible for compliance of all applicable laws and regulations.
6.19. The E-seller warrants and represents that
- They have the right and full authority to enter into this Agreement with Zimpost.
- All their obligations under this Agreement are legal, valid, binding and enforceable at law.
- They have the legal capacity to enter into this agreement and that there are no legal hindrances that would affect the signing of this agreement.
- They are an authorized business establishment or person and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with Zimpost. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
- They shall within 24 hours of getting a written notice from Zimpost,
submit copies of any document required for the purpose of performing its obligations under this arrangement.
- E-seller agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
- E-seller shall pay the stipulated service charges for every transaction enabled by Zimpost and shall provide Zimpost with details of all completed transactions for record keeping and reconciliation purposes.
- That E-seller shall draw the invoice / bill directly in the name of the customer.
- E-seller shall prior to release of any promotion/advertisement material seek prior written approval for the same from Zimpost, in so far as the same relates to services offered pursuant to the terms of this Agreement.
- Utilise Zimpost exclusively for delivery of Products bought on the online shop to customers within and outside Zimbabwe.
- Purchase branded supply packaging material from Zimpost where necessary
- Securely package the ordered goods and hand them over to Zimpost, listed on a consignment note or other documentation as shall have been agreed with Zimpost.
- Insure parcels where necessary in accordance with the relevant Terms and Conditions.
- The E-seller agrees and acknowledges that Zimpost, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the E-seller without any prior intimation to E-seller in the event the said text, image, graphic is found to be in violation of the law, in breach of any of the terms of this Agreement or terms and conditions of the Zimpost Shopping Website. In such an event, Zimpost reserves the right to forthwith remove/close the online store of the E-seller without any prior intimation or liability to the E-seller.
- If at any time Zimpost believes that the services are being utilized by the E-seller or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Zimbabwemall, Zimpost shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to customer or the end user as the case may be, without liability to refund the amount to the E-seller to forthwith remove/block/close the online store of the E-seller and furnish such details about the E-seller and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
7.1. The E-seller indemnifies and shall hold indemnified Zimpost, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the E-seller’s product, the breach of any of the E-seller’s warranties, representations or undertakings or in relation to the non-fulfilment of any of its obligations under this Agreement or arising out of the E-seller infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Value Added tax, , etc . For the purpose of this clause reference to the Zimpost shall also include the Mobile Operators and such other agencies through whom the Zimpost shall make the Online Store available to the Customers.
7.2. Zimpost agrees to indemnify and to keep indemnified the E-seller in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Zimpost to perform its obligations under this Agreement.
7.3. This article shall survive the termination or expiration of this Agreement.
- Zimpost not Liable
8.1. Neither party shall in any circumstances be liable to the other party for any loss of any kind whatsoever which loss is directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder as a result of Force Majeure. Provided, however, that the party whose performance shall have been prevented or delayed, shall have taken all reasonable steps to fulfil its obligations.
8.2. The Zimpost shall under no circumstances be liable or responsible for any loss, injury or damage to the E-seller, or any other party whomsoever, arising as a result of the products being in any way defective, in unfit condition, infringing/ violating any laws / regulations /intellectual property rights of any third party. E-seller agrees and acknowledges that
8.3. E-seller shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, and use for a particular purpose, or any other related claim) and shall hold Zimpost harmless and indemnified against all such claims and damages.
8.4. Further Zimpost shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the E-seller or any of its representatives.
8.5. The E-seller hereby agrees, confirms and acknowledges that the Product is owned by the E-seller and that the Zimpost is merely a facilitator for sale of the E-seller’s Product, hence Zimpost is not responsible/ liable for the product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. Zimpost reserves its right to state appropriate Disclaimers on its website/ online store.
9.1. The charges for the delivery of the goods and other items are as shown on the Zimbabwemall platform and are calculated automatically. These charges are reviewed from time to time and notification of the change in the charges is communicated on the Zimbabwemall.
9.2. Payments per parcel delivered by Zimpost shall be made at the time of posting or as shall have been agreed with Zimpost.
9.3. The E-seller by accepting the terms and conditions, will be signing this agreement and authorize Zimpost to deduct 10% of the value of products sold on the platform.
10.1. Zimpost has assigned a Brand Executive, who is responsible for the daily operations, service quality and other processing aspects of this Service Level Agreement. Zimpost has also assigned a senior manager for escalation of issues whenever the need arises.
10.2. Details of the contact person/s within Zimpost, in the execution of this Service Level Agreement are in the meantime or their successors in title:
Full name: Pauline F.M Tichawangana
Designation: E- Commerce Executive
Phone No. :+263-242-783 579-94, +263777426401
Full name: Venencia Sigauke
Designation: Acting Marketing and Sales Manager
Phone No. :+263-242-783 579-94 Ext. 3144,Cell +263773590195
11.1 No party shall cede, assign or dispose of this Agreement, or any of its rights or obligations therein, to any third party without having first obtained written consent of the other party to this agreement.
12.1 No variation, modification or waiver of any provision of this Agreement, or consent to any departure there from, shall in any way be of any force or effect unless confirmed in writing and signed by the parties and then such variation, modification, waiver or consent shall be effective only on the specific instance and for the purpose and to the extent for which it is made or given.
13.0. FORCE MAJEURE
13.1 Neither party hereto shall be deemed to be in breach of this agreement if they are unable to perform their obligations under this agreement owing to circumstances beyond their reasonable control, which circumstances hereinafter referred to as’ Force Majeure’ include but shall not be limited to the following:-
- Act of God, including storm, earthquake, flood or any such operation of the forces of nature as reasonable foresight and ability could not foresee or reasonably provide against.
- Power cut, riot, insurrection, civil commotion, government decree, order or law and labour troubles or other industrial troubles such as strikes embargoes, blockades or sabotage of labour.
13.2. The party affected by Force Majeure shall inform the other party of the nature and extent thereof within 72 hours of the occurrence of such force majeure.
13.3. In the event of a Force Majeure the parties shall negotiate in good faith as to such adjustments between the parties as may be necessary and equitable.
13.4. In the event that either party is unable to perform any obligation in this
Agreement due to such force majeure for a period of at least 60 days then either party shall be entitled to terminate this agreement forthwith after giving written notice to the other
13.5. Neither party shall in any circumstances be liable to the other party for any loss of any kind whatsoever which loss is directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder as a result of Force Majeure. Provided, however, that the party whose performance shall have been prevented or delayed, shall have taken all reasonable steps to fulfil its obligations.
14.1. Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if it’s an email or in writing and delivered by hand to the other party at their domicilium citandi et executandi or by registered post to its recorded postal address.
14.2 Facsimile transmission will also be acceptable, provided that a fax generated confirmation slip is retained and that telephone confirmation of receipt is obtained and recorded.
The parties have chosen the addresses below as their domicilium citandi et executandi: -
1) Zimbabwe Posts (Pvt) Ltd
4th Floor, Harare Main Post Office
Cnr Inez Terrace Street and George Silundika Ave
14.3 Either party may change its domicilium citandi et executandi provided that it shall notify the other party of any such change not less than seven (7) days prior to such change.
15.0. DISPUTE RESOLUTIONS
15.1 This agreement is to be governed by the laws of Zimbabwe.
15.2 If any dispute or difference of any kind arises between the parties in connection with this contract, such dispute shall be settled in the first instance by an amicable effort on the part of both parties to the contract.
If an amicable settlement has failed within seven business days of the parties attempting to resolve the dispute, the dispute shall be referred by either party to a competent court sitting in Harare, Zimbabwe
16.1 This Agreement may be terminated by either party, upon giving three (3) calendar months written notice to the other party.
- This Agreement may be terminated by either party forthwith if either party defaults or commits any material breach of the contract and fails to remedy the breach after seven business days written notification to the defaulting party.
- In the event either party unlawfully assigns the rights and obligations
under this Contract to another party without the written consent of the
other party, or
- In the event either party is involved in any legal proceedings concerning its solvency or liquidation or ceases to exist.
- If there is serious doubt as to a party’s solvency, then the other party shall be entitled without prejudice to its other rights in law, to terminate this Agreement forthwith by notice in writing to the party in breach or default as aforesaid.
17.1. Both parties agree not to use or disclose to any third party, except for the purpose of fulfilling this Agreement, any confidential information of the other party.
17.2. Neither party shall use the name of the other in publicity releases or
advertising or for other promotional purposes without securing the prior written approval of the other party.
18.1 The headings in this Agreement are inserted for convenience and reference only, and shall not constitute a part of or be referred to in interpreting the Agreement.
- This agreement represents the entire agreement between the parties.
Each party confirms that no representation not expressly provided for in this document has been made which has induced the other to enter into this agreement.
- If any provision of this Agreement is adjudged to be invalid it shall be
considered severable and shall not affect the operation of this agreement, which shall remain valid and binding to both parties. If any invalid provision is capable of being amended to render it valid the parties may agree to amend the offending section.