MAKETMASTA TERMS AND CONDITIONS FOR SELLERS
Preamble and Acceptance of Terms
This Maketmasta Service Agreement for Sellers contains the terms and conditions that govern your sale of products on the Maketmasta Platform (as this term is defined below). “Maketmasta” or “We” or “Us” means Maketmasta of Silvamaine Limited, a company incorporated under the Companies and Allied Matters Act, 2020, Laws of Federal Republic of Nigeria, and having its registered address at D229 Ikota Shopping Complex, Lekki Expressway, VGC, Lagos, Lagos State, Nigeria. “You” or “Seller” means a natural person of full contracting capacity, or a legal entity duly registered or existing under the laws of Nigeria or laws of any other nation, who intends to sell products on the Maketmasta Platform. Each of Maketmasta and Seller is referred to as a “Party” and collectively as “Parties”.
Before you request to join the Maketmasta Platform you must carefully read and comply with all the contents of this agreement. Please read the contents of all the clauses carefully, and make sure you understand them, including, without limitation, the clauses on Maketmasta exemption or limitation of liability, conflict resolution, applicable law, and jurisdiction. If you have any questions about any clause in this agreement, please contact Us through the Maketmasta customer service, where you will be provided with the relevant explanations. If you disagree with any contents of this agreement or do not clearly understand the explanations on the clauses given by Maketmasta, please refrain from any further action.
By checking the box, clicking the button or going forward to complete application (as applicable), you agree to be bound by the terms and conditions of this agreement. You acknowledge and agree that you have independently evaluated the desirability of sale of products on the Maketmasta Platform and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement; and hereby represent and warrant that you are lawfully able to enter into contracts (e.g. you are not a minor, person of unsound mind, etcetera) and that you are, and will remain in compliance with this Agreement. In addition, if this agreement is being agreed to by a company or other entity, then the person agreeing to this agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.
Clause 1. Recital
1.1The Parties shall comply with this Agreement. The object of this agreement is to regulate the terms and conditions under which the Seller may offer to sell goods and products on the Maketmasta Platform.
2.1 The amount to be charged by Maketmasta on the Seller shall be in accordance with Clause 8 of this Agreement.
Clause 2. Definitions
“Maketmasta Platform”: means the commercial electronic platform located at Maketmasta’s website or such alternative or successor site and/or domains as may be announced by Maketmasta from time to time.
“Product”: means any goods listed or proposed to be sold to consumers on the platform.
Clause 3. Coming into force and scope of application
3.1You have voluntarily requested to join the Maketmasta Platform. Maketmasta shall provide the Category Services on the Platform as established in this agreement.
3.2 By executing this Agreement, you are accepting and undertaking to fulfil this agreement in all its terms.
3.3 This Agreement comprises the text of the agreement, its appendices, and all the rules and announcements published by Maketmasta. This Agreement is part of, and supplements the Platform User Agreements, with the same legal effects. Maketmasta reserves the right to establish or modify any and all rules governing the Maketmasta Platform at any time. Maketmasta shall notify You (as provided in this Agreement). The modified platform rules shall thereafter become a part of this Agreement. Should You disagree with the relevant modification, You should refrain from continuing to use the Maketmasta Services. If You continue to use the Services, You will be understood to have agreed to, and have no objections to the modified Agreement and undertake to fulfil it.
3.4You hereby understand and accept that the acceptance of this Agreement does not entail the successful commencement of business on the Maketmasta platform. Maketmasta will conduct a review of the information and documents with which You provide Us to join the Maketmasta Platform and on the products that you offer. Once the review process is satisfactorily completed, the Services shall start under this Agreement on such date as advised by Maketmasta. The result of the review process shall be that notified by Maketmasta.
3.5 This Agreement shall be effective from the date of its acceptance until the Agreement is terminated by either Party by notification of the other of intention to terminate the Agreement.
Clause 4. Technical services and expenses
4.1 Maketmasta shall provide the Seller with the technical services related to the contents on the Maketmasta Platform for the electronic sale of the Seller’s goods and products, including, but not limited to, management of the Category, publication of Category products, transaction
management services, and any other software and online technical services as specified from time to time by Maketmasta.
Clause 5. Right and obligations of Maketmasta
5.1Maketmasta has the right to make adjustments to the type, commercialization conditions, packaging and quantity of the products published by the Seller, according to the operational circumstances of each Category, the Sellers' scope of activity, and the effective circumstances of their activity, including, but not limited to, when the Seller has breached any provision of this Agreement.
5.2 In the event of a breach of the Agreement or the Platform User Agreements by the Seller, or should Maketmasta have reasons to suspect that the Seller is conducting or may take actions that may infringe rights of any consumer(s), third-party(ies), or breach applicable laws, this Agreement or the Platform User Agreement, Maketmasta shall be entitled to take Measures for the Management of the Maketmasta Platform.
5.3 Maketmasta has the right to establish and update operation rules applicable to each Category of products or products, among others, and the Maketmasta Rules for the Sellers.
5.4 Maketmasta reserves the right to supervise and verify Seller's listings, publication of products, and transactions conducted by Seller on the Maketmasta Platform. Should Maketmasta have grounds to suspect that the Seller is conducting or may conduct any actions that may breach this Agreement or the Platform User Agreements or any applicable laws, or that may infringe on the rights of consumers, third-party, or Maketmasta, Maketmasta will be entitled to investigate, verify and/or conduct an on- site or remote check, including, but not limited to, requiring the Seller to provide any relevant supporting documents, information or particulars.
5.5 Without prejudice to the above, Maketmasta has the right, but not the obligation, following reasonable notice, to conduct random inspections of the products sold (or to be sold) by the Seller to verify their legitimate origin, including, without limitation, to require the Seller to provide any corresponding supporting documents, particulars or information. After conducting such inspections, Maketmasta reserves the right to make conclusions and/or reach a resolution in its sole and absolute discretion.
5.6 In compliance with applicable laws and regulations, Maketmasta has the right to establish and update the quality control criteria for products under each Category from time to time.
5.7 Without prejudice to any other terms under this Agreement and the Platform User Agreements, Maketmasta shall in no case be responsible for the obligations arising from the transactions which You conduct with the consumer on the Maketmasta Platform. In particular, but without limitation, Maketmasta shall not be responsible for any liability arising from the sale of any goods or products, their condition and suitability, and aftersales service.
Clause 6. Representations and warranties of the Seller
6.1 The Seller covenants that he/she/it has the legal and acting capacity to sign this Agreement, use the Category Services, and perform the sale of the products and the provision of services pertaining to them, pursuant to applicable laws, which it undertakes to comply with at all times. In particular, but without limitation, the Seller confirms that it is, and undertakes to continue to be the holder of all the licenses and administrative permits required for the lawful commercialization of the products he/she/it sells on the Maketmasta Platform. The Seller undertakes to ensure that all the actions performed under this Agreement are performed by staff or persons with sufficient capacity and powers to legally represent and bind the Seller.
6.2 The Seller undertakes to act in good faith on the Maketmasta Platform, comply with the principle of integrity, honesty, and fair competition, effectively protect the rights of consumers and third-party right holders, not to conduct unlawful, false, or inaccurate transactions or transactions that breach public morals and order, or are harmful to the fair market and to the good faith of the Maketmasta Platform.
6.3 The Seller undertakes to provide true, legitimate, correct, updated and valid information and documents to Maketmasta and consumers, and to ensure that such information as its email address, telephone number, postal address, and post code are the current ones, ensuring that Maketmasta and other users can use said data to contact the Seller. Likewise, the Seller has the obligation to provide updated information and documents should such information or particulars change.
6.4 The Seller represents that he/she/it is, and undertakes to be, during the tenure of the Agreement, the holder of all the rights over the published products, including, without limitation, ownership or other right of legitimate use of the trademark and any other applicable rights of intellectual and industrial property. Likewise, the Seller undertakes not to publish or commercialize products that breach trademark or other intellectual or industrial property rights or commercialization rights of third parties, or to commit acts of unfair competition through the
Maketmasta Platform. The Seller declares that it is and undertakes to be, during the term of this Agreement, authorised to sell the products through online platforms.
6.5 The Seller undertakes to use the data obtained from Maketmasta only to perform the relevant transactions on the Maketmasta Platform, undertaking not to perform any other action, including, but without limitation to, the copying, distribution, or any other public communication of the data of other users published on the Maketmasta Platform.
6.6 The Seller undertakes to accept any inspections and audits conducted by Maketmasta in accordance with this Agreement or any other rules or law. The Seller has the obligation to keep any document or particulars that might prove the legitimate origin of its products. Should the Seller be unable to prove the lawful origin of the products, Maketmasta shall assess the authenticity of the products according to the circumstances, and the Seller hereby accepts to bear any consequence arising from an unfavourable assessment.
6.7 The Seller undertakes to accept any random inspections of the products that Maketmasta may conduct to verify their quality and authenticity, in order to maintain adequate market continuity and guarantee the interests of the consumers and of third-party right holders (including, but without limitation to, inspections conducted by independent quality inspectors or trademark holders, or cooperation through instructions to logistics companies to conduct said inspections). The Seller may express its disagreement with the outcome of the inspection by submitting supporting documents. Any such inspection may be undertaken only upon reasonable notice and during ordinary business hours, and at Maketmasta’s sole cost and expense; provided, the Seller shall bear any out-of-pocket expenses reasonably incurred in any inspection that identify faulty products or products in breach of intellectual or industrial property rights.
Clause 7. Rights and obligations of the Seller
7.1 The Seller shall rigorously comply with this Agreement, including, but without limitation, the representations and warranties, as well as with any applicable laws which are in force from time to time.
7.2 The Seller shall conduct its activities in accordance with Maketmasta’s Rules for the Sellers and any other rules published in accordance with the terms of this Agreement that govern the Maketmasta Platform, and accept the penalties imposed under the Maketmasta Rules for the Sellers in the event of a breach; in particular, but without limitation, the Seller
undertakes to participate and comply with the rules of any methods for
the settlement of disagreements that might be implemented on the Maketmasta Platform to handle claims from users or third-party right holders.
7.3 Without prejudice to any other provision in this Agreement, the Seller shall have the right to take part in the promotions initiated or organised by Maketmasta on special dates and periods (e.g., but without limitation, sales, Christmas, Valentine's Day, Mother's Day, and Black Friday) or promotions for specific product categories. The Seller shall apply commercially reasonable efforts to take part and consent to the terms and conditions for adhering to such promotional activities.
7.4 The Seller shall fulfil its consumer protection duties. In particular, but without limitation, it shall: (i) protect consumers' rights with reasonable efforts in goodwill according to the applicable laws and this Agreement; (ii) comply with the requirements set by the Nigerian laws as regards returns, replacement, and right of withdrawal; and (ii) offer information on products, provide post-sale services and guarantees in accordance with legal requirements and provide consumers with the information legally required prior to, and after transactions.
7.5The Seller shall comply with any applicable laws and regulations (including the federal, State, and Local Government By-Laws in Nigeria), including, but without limitation, laws regarding customs, taxation, the protection of consumer rights, data protection, and any other applicable regulations.
Clause 8. Commission
Maketmasta may charge Sellers technical service fees as commission at 10% of the sales on the Maketmasta platform, or a percentage which shall from time to time, be reviewed by Maketmasta.
Clause 9. Authorisation for data use
As regards the Start of the Services, the Seller hereby authorise Maketmasta to use and communicate the public information that is part of the Seller’s data (e.g. information about your activity licence).
Clause 10. Liability for infringement
10.1 Should Maketmasta suffer damages, receive claims from users or third parties, or be subject to sanctions imposed by any public administration, jurisdictional bodies, or court, as a result of the breach by the Seller of applicable laws and regulations, court or administrative ruling, of the Platform User Agreements, or of this Agreement, the Seller hereby indemnifies and shall compensate Maketmasta for all the direct damages
suffered, including, but without limitation to, compensation for breach paid by Maketmasta or any other compensation paid to third parties in any type of ruling; the amounts Maketmasta would have paid to buyers due to return or withdrawal, breach of contract, or compensation; sanctions imposed on Maketmasta; the reasonable legal fees and expenses incurred by Maketmasta when required to remedy negative consequences, etc. Maketmasta is entitled to preferential deduction of the deposit made by the Seller, and the Seller shall pay any difference.
10.2 Should the Seller have any amount due and payable to Maketmasta, unless otherwise agreed, it shall pay Maketmasta a daily penalty for breach equal to 1% of the unpaid amount.
10.3 If You have been deregistered by Maketmasta due to a distribution of products that breaches intellectual or industrial property rights, or because You knowingly provided Maketmasta or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and Maketmasta shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided under this Agreement.
Clause 11. Exemption and limitation of liability
11.1 You hereby acknowledge and agree that Maketmasta shall provide Services on the Platform in accordance with the “best state of the art achievable” at any time. Maketmasta, on the basis of the current state of the art, shall devote every effort to offer the relevant security measures and guarantee the security and normal operation of the services on the Platform. However, the Services are provided “as is”, with no guarantee or condition of any kind, be it explicit or implicit. Maketmasta expressly declares that, due to the potential existence of such circumstances as viruses, disruptions in network connection, system maintenance, etc., as well as any potential force majeure, it does not grant any guarantee regarding the Services, explicitly or tacitly. In particular, it does not guarantee, among other aspects, the applicability, absence of errors or failures, continuity, accuracy, or reliability of the Services, or that they are suitable for a specific purpose.
11.2 Maketmasta shall not be liable for any damages or losses caused by the following circumstances, including, among others, loss of income, goodwill, damages derived from use, data loss, and other intangible damages or losses (regardless of whether Maketmasta has been notified of the potential existence of said damages).
11.3 You hereby acknowledge that Maketmasta and its related companies or
subsidiaries are not judicial bodies and are not responsible for verifying
your compliance or non-infringement with/of the applicable laws and
regulations and other third-party rights. Thus, when it comes to verifying
and checking the documents and materials provided by You and the
buyers, Maketmasta can only do so at an ordinary, non-professional level
of knowledge, in a merely superficial manner. You hereby guarantee that
the documents and materials which You provide are authentic, correct,
updated, and legal, and assume any risks from the falsity, unlawfulness,
and inaccuracy of the information or data provided by You or the buyer.
Should You suffer any damages due to the above, You agree that You
shall file a claim directly against the infringing party. Should Maketmasta
and its related companies or subsidiaries mediate in the dispute, You
hereby acknowledge and agree that Maketmasta shall only act on your
instructions. Maketmasta and its related companies and subsidiaries
cannot guarantee that the result of the mediation will meet your
expectations, and shall not be held liable for the outcome of the
mediation or, if applicable, for payment of any security.
11.4 You hereby acknowledge and agree that, the maximum total liability of Maketmasta and its related companies regarding this Agreement and arising from its acceptance and enforcement shall be USD100. To this end, whether a breach of contract or civil liability has occurred, whether wilful intent or fraud was involved, or whether You have paid Maketmasta for any expenses shall be irrelevant. All these are without prejudice to the exemption or limitation of liability of Maketmasta by virtue of this Agreement or any other agreement signed with You.
Clause 12. Disputes
The Seller agrees that the laws of the Federal Republic of Nigeria, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between You and Maketmasta or Silvamaine Limited.
Clause 13. Arbitration clause
In the event of a dispute between the parties arising out of, or relating to this Agreement, including but not limited to, any question regarding its breach, existence, validity or termination or the legal relationships established by this Agreement, the parties shall refer such dispute to be finally resolved by Arbitration under the Arbitration and Conciliation Act, LFN 2004 and the Arbitration Rules, which Act and Rules are hereby deemed incorporated by reference into this clause. It is further agreed that: -
i. There shall be 3 Arbitrators appointed by both parties and/or Court;
ii. The seat, or legal place of arbitration shall be Lagos State, Nigeria;
The place of arbitration shall be Nigeria;
The governing law of arbitration under this Agreement shall be the substantive law on Arbitration in the Federal Republic of Nigeria.
Prepared by:
Chikodi Okeorji, MCIArb.(UK)
GREYACRE & PARTNERS,
Suites FFA 1, 2, 3 & 4, Willands Plaza, Plot 511, Herbert Macaulay Way, Zone 4, Wuse, Abuja. greyacrelaw@gmail.com 08068882852;08026842450
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