Seller Terms and Conditions

Marketplace & Seller Terms and Conditions

Effective Date: 1st June 2026

1. INTRODUCTION & OVERVIEW

1.1 Scope of Agreement

Latalata and Kishers Limited (“Latalata”, “we”, “our”, or “us”) operate an e-commerce ecosystem consisting of web-based marketplaces, mobile applications, APIs, and seller tools ("the Platform") for the sale and purchase of consumer products in Nigeria. These Marketplace & Seller Terms and Conditions (“Seller Terms”) govern your access, registration, and operation as a Merchant or Reseller on our Platform.

1.2 Interdependence with General T&Cs

These Seller Terms apply to all marketplace sellers in conjunction with the General Terms and Conditions of Using Latalata Online Shop. In the event of an irreconcilable conflict between these Seller Terms and the General Terms, these Seller Terms shall prevail strictly regarding merchant operations, commission models, and reseller protocols.

1.3 Electronic Execution

By registering as a seller, completing onboarding protocols, or clicking to accept these Terms, you provide an electronic signature that holds the same legal validity, weight, and enforceability as a handwritten signature for all intent and purposes.

1.4 Internal Eligibility Guardrails

Employees of Latalata and Kishers Limited, alongside their immediate relatives (parents, spouses, siblings, or children), are strictly prohibited from registering as marketplace sellers or digital resellers without explicit, written executive clearance from Latalata Management.

2. ONBOARDING, SELLER ACCOUNTS, & OPERATING MODELS

2.1 The Seller Hub

Upon successful registration, verification, and Know Your Customer (KYC) compliance checks, you will be granted access to the Latalata Seller Hub to set up your storefront or access your reseller environment. Stores are subject to mandatory manual or automated quality assurance checks before going live.

2.2 Authorized Seller Frameworks

Latalata operates a dual-stream marketplace seller architecture. Merchants must choose or be assigned to their designated framework upon registration:

· Third-Party Sellers (3PS): Traditional marketplace merchants who list their direct inventory, set their retail prices, and fulfill individual open market orders directly or via Latalata logistics.

· Digital Resellers (DRS): Independent sales agents or corporate brokers who participate in localized, bulk, or specialized commercial transactions.

2.3 Account Accountability and Limitations

Sellers are restricted to one (1) active marketplace account. Opening multiple accounts for distinct product lines or brand entities requires explicit, written consent from Latalata. The merchant maintains absolute operational, tax, and legal liability for all activities, data updates, and communications occurring under their credentials.

3. PRODUCT LISTINGS & RFQ BIDDING RULES

3.1 Content Accuracy and Category Mapping

Sellers must ensure all listed products are strictly mapped to their correct operational categories. Listings must feature high-resolution, unmanipulated product images and comprehensive textual descriptions that reflect the absolute current state, specification, and warranty of the actual product.

3.2 Lead Times and Listing Censorship

Latalata reserves the right to enforce a mandatory compliance verification lead time between a seller upload/edit and its live publishing on the front end. Latalata retains unrestricted authority to reject, shadow-ban, or delete any listing that violates brand guidelines, competitive parity, or consumer protection acts.

3.3 Dynamic Inventory and Price Synchronization

Merchants must maintain a real-time reflection of stock levels. If an item runs out of stock, the listing must be deactivated immediately. Pricing adjustments must be dynamically updated to ensure buyers are never subjected to outdated pricing errors.

4. COUNTERFEIT CONTROL & PROHIBITED GOODS

4.1 Strict Compliance with the NDPA and Nigerian Laws

Sellers warrant that all items listed or bid upon comply with the Nigeria Data Protection Act (NDPA) 2023, consumer protection policies, and relevant environmental standards.

4.2 Zero-Tolerance Anti-Counterfeit Policy

Latalata enforces a strict, zero-tolerance framework against counterfeit, grey-market, replica, or unauthorized parallel imports. If a seller is flagged for selling counterfeit products:

· Payouts and wallet balances will be frozen immediately.

· The seller will face severe financial penalties.

· The store will be permanently banned, and the business details may be forwarded to the Standards Organisation of Nigeria (SON), NAFDAC, or law enforcement where applicable.

5. FULFILLMENT, PACKAGING, & RISK ALLOCATION

5.1 Order Processing and SLA Timelines

Upon receiving an order confirmation, the seller must securely pack and label the product in strict alignment with Latalata Packaging Guidelines. Labels must clearly state tracking barcodes and delivery routing information without exposing sensitive customer data excessively.

5.2 Delivery Models

· Merchant Delivery: The seller utilizes their independent, pre-approved logistics dispatch, bearing full transit risk until delivery confirmation.

· Latalata Logistics Pick-Up/Drop-Off: The seller drops the packaged item at a designated Latalata fulfillment center or makes it available for pick-up by our coordinated courier service within the platform's designated SLA windows.

5.3 Transfer of Title and Risk

· Ownership Transfer: Title and ownership of products pass directly from the Merchant to the Buyer upon successful physical or digital delivery and full payment settlement. Latalata never assumes ownership of merchant-listed goods.

· Latalata Transit Risk: Latalata's transit risk liability for products handled by our internal logistics network is strictly capped at the direct cost price of the item, subject to the global liability limitations of the General T&Cs.

· Mandatory Seller Insurance: Merchants and Resellers are required to maintain active, valid commercial insurance policies with appropriate coverage limits. This insurance must cover risks associated with product liability, transit loss or damage, and business interruptions.

6. FINANCIAL ARCHITECTURE: COMMISSION, FEES, AND BONUSES

6.1 Flat Marketplace Commission

Latalata charges a standardized, flat commission of N1,000 or 2% (whichever is higher) per product on the final gross transaction value of all successful sales completed across the marketplace ecosystem.

6.2 Calculations and Adjustments

Commissions are calculated based on the gross selling price (inclusive of VAT and any localized taxes set by the merchant). In the event of future legislative upward revisions to Nigerian tax codes, the 2% net baseline structure remains fixed, and Latalata will adjust gross configurations or allow merchants to update base pricing parameters accordingly.

6.3 Continuous Referral Bonus (CRB)

To reward network growth and merchant acquisition, Latalata features a structured 50% Continuous Referral Bonus (CRB) program.

· Earning Mechanism: When an existing verified user or partner refers a new Merchant or Reseller to the Latalata platform, the referrer receives a bonus equal to 50% of the transaction commission earned by Latalata on that referred seller's successful sales.

· Impact on Seller Payouts: The CRB is fully funded out of Latalata's captured 2% commission. It does not increase the commission burden on the referred seller or deduct additional percentages from the merchant's core payout balance.

· Payout Mechanics: CRB earnings accrue dynamically and are credited to the referrer's verified Latalata wallet or nominated bank account in alignment with our periodic ledger reconciliation schedule.

7. REMITTANCES, DEDUCTIONS, AND ACCOUNT RECONCILIATION

7.1 Net Settlement and Offsetting Rights

Latalata processes financial settlements on a rolling schedule. Before initiating a payout to the merchant's designated corporate bank account, Latalata will deduct:

1. The 2% marketplace sales commission.

2. Value-added service fees (e.g., warehousing, premium advertising, or shipping splits).

3. Verified buyer refund deductions, disputed transaction rollbacks, or administrative penalties.

7.2 Deficit Recoveries

If a merchant's internal platform account balance falls into a deficit owing to returns, chargebacks, or fines, Latalata retains the absolute right to:

· Set off the deficit against any other store or reseller account operated by the same merchant profile.

· Liquidate unsold inventory held within Latalata fulfillment facilities to recover outstanding platform debts if balances remain unpaid for over fourteen (14) calendar days.

7.3 Transaction Dispute Window

Sellers must audit and reconcile their account statements via the Seller Hub regularly. Any transaction dispute, remittance mismatch, or statement error must be reported to Latalata in writing within three (3) months of the transaction date. Failure to lodge a complaint within this window constitutes an absolute, irrevocable waiver of any claims regarding that transaction.

8. DATA SOVEREIGNTY AND CUSTOMER CONFIDENTIALITY

8.1 Data Access Restrictions

Sellers will receive access to buyer personal data (names, delivery addresses, and phone numbers) strictly for the purpose of order fulfillment. In absolute compliance with the Nigeria Data Protection Act (NDPA) 2023, merchants are strictly prohibited from harvesting, exporting, selling, or utilizing this personal data for unauthorized marketing campaigns, newsletters, or off-platform interactions.

8.2 Indemnification for Data Breaches

Any off-platform communication or data leak initiated by the merchant or their staff constitutes a material breach of contract. The merchant agrees to fully indemnify Latalata against any regulatory fines, litigation costs, or corporate losses arising from the merchant's negligent processing or misuse of buyer data.

9. BREACH ENFORCEMENT, TERMINATION, & DISPUTE RESOLUTION

9.1 Sanctions Framework

Where a merchant fails to maintain operational SLAs, accumulates repetitive negative customer ratings, sells prohibited items, or circumvents the platform, Latalata may issue formal warnings, enforce financial penalties, freeze account access, or permanently delete the merchant's corporate profile.

9.2 Dispute Resolution Framework

Any dispute or claim arising out of or relating to these Seller Terms shall follow the escalation path set out in the General T&Cs:

1. Good-Faith Negotiation: Mutual settlement attempts within thirty (30) days.

2. Mediation: If negotiation fails, formal mediation channels will be engaged.

3. Arbitration: Unresolved disputes will be forwarded to binding arbitration in Lagos, Nigeria, conducted in accordance with the Arbitration and Mediation Act 2023.

10. CONTACT AND CORPORATE INFORMATION

For all legal notices, listing appeals, and operational support queries, please contact:

LATALATA AND KISHERS LIMITED

64 Adeyeri Crescent, College Road, Ogba, Lagos, Nigeria.

· Email: help@latalata.ng

· Website: www.latalata.ng

· Seller Support: +234 (0) 70 2500 3511