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 located at the following URL www.zimbabwemall.post hereinafter referred to as the Zimbabwemall and have many registered users to whom Zimpost offer various services.
AND WHEREAS ……………. (Hereinafter referred to as E-Seller) is duly registered in terms of the laws of Zimbabwe, registration number ………. and whose business is selling of ………………. The E- Seller is desirous of setting up an online store on Zimbabwemall website and has offered to sell its products through the said Zimbabwemall.
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 certain terms and conditions.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 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 Products of the E-Seller 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 this Agreement is executed.
1.4. “Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the E-Seller at the time of execution of this Agreement annexed hereto as Annexure “A”.
1.5. “E-Seller” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
1.6. “Online Store” shall mean a virtual electronic store created on the Zimbabwemall online portal for sale of the E-Seller’s Products either through web site of the 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.
1.8. “Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the E-Seller.
1.9. “Products” shall mean merchandise items of the E-Seller put up for sale on the Online Store by the E-Seller.
1.10. “Price” means the sale price of a product inclusive of delivery charges and applicable taxes.
1.11. “Shipping Charges” shall mean the e. postal charges including all taxes incurred for delivering the product(s) to the Customer.
1.12. “Service charge” shall mean the commission per transaction charged by Zimpost to the E-Seller at the rates agreed to between the parties, upon the sale of product on online store.
1.13. “Zimbabwemall” means an online platform owned and operated by the Zimpost that facilitates the shopping transaction between the E-Seller and the Customer.
2.0. EFFECTIVE DATE AND DURATION
2.1. This Agreement shall be deemed to have commenced on the last date of signature by a party hereto.
2.2. This Agreement shall be valid for an initial period of one year and is 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 11.0 below.
3.0 SCOPE OF AGREEMENT
3.1. Zimpost shall offer to the E-Seller its services for facilitating online sale of the E-Seller’s product which shall include 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. For this arrangement, the E-Seller shall pay service charges as specified in this agreement, to Zimpost for the sale being affected through the online store created on the Zimbabwemall website.
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 Online Store. In consideration of the services rendered under these presents, Zimpost shall charge the Services charges to the E-Seller at the rates of 2% of the value of the product sold on the online shop.
4.2. Zimpost shall pay the E-Seller an amount recovered as Price minus the sum of shipping charges and service charges in respect of approved order(s) through the Online Store. The shipment cost will be levied in accordance with the prices outlined in Annexure A hereto which prices are subject to change from time to time at the discretion of Zimpost and as notified on the Zimbabwemall website from time to time.
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 a penalty of the service charge of the product (upto a maximum limit of $25) and the said charges will be deducted from the amount due and payable to E-Seller.
4.4. Further Zimpost shall debit the Service charges to the E-Seller in the event the product cannot be delivered by the E-Seller due to “out of stock” and in such an event E-Seller shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against Zimpost.
4.5. Payment reimbursement of the Sale Proceeds to E-Seller shall be done by Zimpost in the following manner:
4.6 Zimpost shall deduct charges as specified above and agreed with the E-Seller from the total amount collected as Price for the orders received by the E-Seller through online store.
4.7. The E-Seller agrees to bear all the applicable taxes, duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store and Zimpost shall not be responsible to collect, report, or remit any taxes arising from any transaction.
5.0 ZIMPOST’S OBLIGATIONS
Zimpost hereby undertakes and agrees that it shall at all times during the continuance in force of this Agreement, observe and perform the terms and conditions set out in this Agreement, and in particular;
5.1. Provide E-Seller with space on the Zimbabwemall to showcase their goods and services in order to enable clients to buy the goods and services from the online store.
5.2. Register E-Seller on the Zimbabwemall and provide E-Seller with an E-Seller account number to enable activation of the online store on the Zimbabwemall
5.3. Notify E-Seller through SMS of the E-Seller’s 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. 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.
5.8. Refer any insecurely packaged, broken, soiled or damaged items to the E-Seller for re-packaging
5.9. Verify the weight of the items or goods as per the consignment note(s) where necessary
5.10. Affix a Bar-codes and/ or Service Identifier numbers or stickers on each of the packages or batches
5.11.Check that all the goods are legibly and sufficiently addressed and labelled
5.12.Timeously dispatch the goods or items to the office of destination
5.13. At the office of delivery, check on receipt that the goods or items are intact.
5.14. Issue a delivery c-slip and hand over the goods on a delivery list to the delivery officer or driver.
5.15. Deliver the purchased groceries and/or other items to the respective buyers who would have purchased from the E-Seller within the agreed delivery time period.
5.16. Communicate with the E-Seller on any relevant issues requiring Zimpost’s attention
6.0. E-SELLER’S OBLIGATIONS
The E-Seller shall:
6.1 .Register on the Zimbabwemall as an E-Seller 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 upload 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 upload 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 upload 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 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 the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same 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 by the customer. 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 the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
6.12. The E-seller shall raise invoice in the name of Customer and undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
6.13. The E-seller shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and 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 time 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 the Zimpost.
- .All their obligations under this Agreement are legal, valid and binding obligations enforceable in 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 provide the Zimpost with copies of any document required by the Zimpost for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from Zimpost.
- That the complete product responsibility and liability shall solely vest with the E-seller and that the E-seller shall be solely responsible to the customer for the sale of the Product by E-seller including but not limited to its delivery to the customer and that E-seller shall not raise any claim on the Zimpost in this regard.
- 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 Zimpost a service charge as specified by the Zimpost on every transaction it enables and that E-seller shall provide all completed transaction details to the Zimpost for record keeping and reconciliation.
- 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 the 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 law, breach of any of the terms of this Agreement, terms and conditions of 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.
- At any time if 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, the 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.
8.1. The Zimpost on the basis of representation by the E-seller has created the online store of the E-seller on Zimbabwemall Shopping portal to enable E-seller to offer the E-seller’s products for sale through the said Online Store. This representation is the essence of the Contract.
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 on account of any transaction under this Agreement or as a result of the Products being in any way damaged, 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 the Zimpost harmless and indemnified against all such claims and damages.
8.4. Further the 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 the Zimpost is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The 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 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 signing this agreement authorize Zimpost to deduct 2% of the value of products sold on the platform.
10.1. Zimpost has assigned a Product Manager, who is responsible for the daily operations, service quality and other processing aspects of this Service Level Agreement.
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 Tichawangana
Designation: E-Commerce Executive
Phone No. :+263-242-783 579-94 Ext. 3029
Full name: Venencia Sigauke
Designation: Marketing and Sales Manager
Phone No. :+263-242-783 579-94 Ext. 3144
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:-
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.