Seller Terms and Conditions

1. Introduction

1.1. Latalata and Kishers Limited (“Latalata”, “we”, “our”, or “us”) operate an e-commerce platform consisting of a website (“marketplace”), for the sale and purchase of consumer products in Nigeria.

1.2. These seller terms and conditions shall apply to all sellers on the marketplace, together with our General Terms and Conditions of Using Latalata Online Shop

1.3. If you register with our marketplace as a seller:

(a) You accept these seller terms and conditions, and our General Terms and Conditions of Using Latalata Online Shop, and these may be amended by us from time to time.

(b) By clicking to confirm that you agree to our terms and conditions, you agree that such shall stand as an electronic signature and shall be considered as an original signature for all purposes.

1.4. Employees and relatives of employees of Latalata are not permitted to register as seller without our approval

2. Seller Stores

2.1. Upon registration as a seller, you will be able to create a store on the marketplace, via the “Seller Hub” page.

2.2. Stores created by sellers are subject to Latalata’s review and approval before they become operational.

2.3. You shall be solely responsible for your store, listings and products. It is your responsibility to:

(a) Obtain any licenses required for sale of your products on the marketplace; and

(b) Register with relevant tax authorities and pay all relevant taxes in relation to your product sales.

2.4. Sellers are allowed to open one seller account. Where you have a legitimate business reason to open more than one account, it shall be with the express consent and approval of Latalata

2.5. You shall conduct your business on the marketplace with skill and care, and by co-operating with and acting in good faith towards Latalata and the buyers; in compliance with all the Latalata policies and guidelines; in accordance with ethical business practices and industry best practice; and in compliance with all applicable laws.

2.6. Without prejudice to our other rights, we reserve the right to reject, unpublish, suspend and/or delete any seller store that breaches these seller terms and conditions, the General Terms and Conditions of Using Latalata Online Shop, or any Latalata policies and guidelines.

3. Product Listings

3.1. You shall be responsible for listing your products on the marketplace by completing the product upload requirements which shall include prices, detailed information, specifications and images in respect of each product.

3.2. Each product shall be listed only once

3.3. You are solely responsible for all listings you submit to our marketplace. You also agree that all listings:

(a) Are correctly mapped to the right categories and that they comply with rules set out at section 4;

(b) Are properly and sufficiently represented and described; both images and texts enough to give a buyer the true picture of the actual product

(d) Include all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including in respect of consumer protection.

3.4. Listings that are submitted may be individually reviewed and approved, at Latalata’s discretion, before they are published on the marketplace. You agree there may be a lead time between submission of the product page and the publishing of the product page on the marketplace due to time required for Latalata product listing checks and approval.

3.5. We reserve the right to reject, unpublish, suspend and/or delete any listings that breach our policies or guidelines.

3.6. You acknowledge and agree that:

(a) You shall be fully responsible for the listings notwithstanding our approval

(b) We may impose sanctions for breach of this section

3.7. You must keep your listings up to date. In particular, you must deactivate any listing for any product(s) that is/are no available. You must also update the prices to reflect current pricing for the product(s).

4. The Products

4.1. Only products that fall within the product categories specified on the marketplace can be listed.

4.2. You must not advertise, buy, sell or supply through our marketplace any product that:

(a) Breaches any laws or regulations, or infringes any person's intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;

(b) Consists of or contains material that would, if published on our marketplace by you, contravene the rules on content in the general terms and conditions; or

(c) Is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit materials; swords, firearms or other weapons; ammunition for any weapon; or items that are otherwise prohibited pursuant to the Prohibited and Restricted Products Policy, as may be amended from time to time, or any applicable law.

4.3. We operate a zero tolerance approach to counterfeit products and any attempt to sell counterfeit products on the marketplace, or other breach of our Anti-Counterfeit Policy may result in the penalties specified in the Seller Penalty Policy which include financial penalties, permanently prohibiting you from using the marketplace, and potentially in prosecution.

4.4. You must promptly, at our request, make available to us any information and documentation that we may reasonably request in order to verify the authenticity of products.

5. Pricing

5.1. All prices of products shall be stated inclusive of VAT and any other tax applicable to the transaction and in the currency of Nigeria.

5.2. You shall be solely responsible for setting the price of your products on the marketplace, which may be amended by you from time to time, including for seasonal sales or other discount promotions.

5.3. The pricing of your products shall comply with all applicable laws, including competition laws.

6. Fulfilment, Packaging and Delivery

6.1. Upon receipt of a confirmation of sale from Latalata, you shall:

(a) Process the order by packing and labelling the product(s) accordingly ensuring the label bears the buyer’s information and the packaging is enough to guaranty safe handling and delivery of the product(s);

(b) Where order requires you to deliver directly to the buyer, you shall engage your dispatch;

(c) Where order require we deliver, you shall deliver the products to our drop off point or ready for our dispatch to pick it from your location as may be advised for every order

6.2. We may inspect any or all products we receive. We reserve the right to return to you any product that fails to meet the packaging requirements, or that fails to pass our quality control checks or any other product requirements set out at section 4.

6.3. You shall retain title to and ownership of the products until such time as the products are delivered to the buyer and paid for in full either directly to you or to Latalata. Upon delivery to the buyer and payment, ownership of the products shall vest in the buyer.

6.4. We shall bear the risk of loss or damage to the products upon receipt and until delivery to the buyer. Our liability to you in respect of your products in our possession pursuant to this section 6 shall be limited to the cost price of the products and shall be subject to the further limitations and exclusions on liability provided in the general terms and conditions.

6.5. Without prejudice to all our rights, we may charge you penalties products not properly packaged or not delivered as prescribed by us. The amount of the penalties that may be charged shall be determined by us.

7. Value added services

7.1. You may subscribe for value added services which may be available from time to time, including but not limited to warehousing, order fulfilment services, marketing and other promotional services.

7.2. In order to subscribe for any value added services, you shall inform us in writing and allow us reasonable time to review your request.

7.3. Our liability to you in respect of the value added services shall be subject to the limitations and exclusions on liability provided in the general terms and conditions.

8. Commission and Fees

8.1. We shall charge you a commission in respect of each sale made on the marketplace and fees in respect of all marketplace services and any value added services.

8.2. In case of promotion funded by Latalata, commission may be calculated based on the selling price, being the price set by the vendor at the time of the order.

8.3. We reserve the right to charge commissions and/or fees to cover our costs of our services rendered for sales that are not completed.

8.4. We may vary commissions and/or fees from time to time. We shall inform you of such changes by updating the commissions and fees page. Any payment due prior to such changes would be done at the rates prevailing at the time they fall due and not at the updated rates.

9. VAT and other taxes

9.1. All amounts stated on the marketplace are stated inclusive of VAT and any other taxes applicable to the transaction. The seller acknowledges that:

(a) Commissions shall be calculated as a percentage of the selling price (being the price set by the vendor at the time of the order) inclusive of VAT and any other taxes charged to the buyer;

(b) Commissions are inclusive of VAT and all other taxes thereon; and

(c) In the event of any upwards revision in the rate of VAT or any other applicable taxes, commission shall be automatically adjusted to ensure that Latalata’s net revenues remain the same. The seller may, at its discretion, revise prices accordingly as provided at section 5.2.

9.2. The seller shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.

9.3. In the event any transaction consists of the importation of products for delivery to the buyer and such transaction may result in the recognition of a permanent establishment for the seller, the seller shall be responsible for complying with its tax obligations in the territory where it has created a current or future tax nexus. The seller understands and acknowledges that consignment fulfilment may create tax nexus

9.4. Should a competent tax authority determine that Latalata is liable for payment of any taxes (including stamp, excise or customs duties) in respect of the transactions, notably pursuant to sections 9.2 and 9.3 above, you hereby indemnify and hold harmless Latalata in respect of the same. We may make tax-related deductions to payments processed by us on your behalf and remit such deducted amounts to the relevant government or tax authority.

9.5. You must supply to us any information and documentation that we may request in order to identify you or facilitate our compliance with our legal obligations relating to the taxation of payments made to us or processed by us. We may supply such information and/or documentation to relevant government and tax authorities.

10. Remittances

10.1. Where payments are made by buyers to us, we shall deduct from the same our commissions and, as may be applicable, any fees, charges, taxes, penalties, refunds and any other amounts that you owe to us in respect of any business whatsoever.

10.2. We shall remit the proceeds of sale of the products, after all deductions pursuant to section 10.1 above.

10.3. Evidence of payment to your nominated account shall constitute conclusive evidence of payment and receipt.

10.4. You shall be entirely responsible for ensuring that the account details that you availed to us are accurate and up to date, and that the account is secure. We shall not be liable for any loss or damage to you that may result from fraud or error in respect of your account.

10.5. We shall provide you with an account statement which shall include details of all proceeds of sale of the products, deductions and remittances.

10.6. We may at any time set off any amount that you owe to us against any amount that we owe to you. We shall send you a written notice of the set-off. Set-off may apply across your accounts if you operate more than one account.

10.7. In the event that we hold insufficient funds on your behalf for payment of any amounts that you owe us:

(a) You shall pay the amounts you owe to us by such payment method as we may request; and

(b) In the event that we hold any of your products that have not been sold or that have been returned, we may dispose of such products and apply the proceeds of sale to offset any amounts that you owe us.

10.8. We may delay or suspend payment to you in the event of investigation of a potential fraud or other breach of this agreement.

10.9. In the event that the vendor disputes any transaction or statement of account it must report its claim to Latalata within three (3) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.

11. Breaches of seller terms and conditions

11.1. If we reasonably determine that you have breached these seller terms and conditions, our general terms and conditions, or any of our codes, policies or guidelines, we may:

(a) Send you one or more formal warnings;

(b) Suspend, prohibit or block your access to our marketplace;

(d) Commence legal action against you, whether for breach of contract or otherwise.

11.2. We may vary the amount of the penalties for breach from time to time but this will not affect any liability to pay penalties that accrue before the new amounts are posted.

11.3. The consequences of breach provided at section 11.1 above shall also apply if:

(a) You fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the marketplace; or

(b) If you receive negative ratings and reviews.

12. Insurance

12.1. You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

13. Confidentiality and Data Privacy

13.1. All information and documents concerning the conduct of business pursuant to these general terms and conditions, including information relating to business methods, procedures, policies and sales information, is strictly confidential. You shall not use Latalata’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Latalata’s confidential information without our prior written consent.

13.2. Sellers may not send advertising or promotional communications to buyers on the marketplace without the prior written consent of Latalata, and shall be directly responsible to marketplace users for any misuse of their personal data.

13.3. If Latalata is sued, fined, or otherwise incurs expenses as a result of the seller’s handling of personal data obtained through the marketplace, the seller shall indemnify Latalata in respect of the same.

14. Miscellaneous

14.1. These seller terms and conditions are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of Nigeria.

14.2. We will ask for your express agreement to any revisions of these seller terms and conditions and the general terms and conditions within such period as we may specify; and if you do not give your express agreement to the revised versions within such period as we may specify, you shall be deemed to have consented. If you expressly reject any such revisions you may be deemed by us to have terminated the agreement and we may disable or delete your account on the marketplace.

14.4. These seller terms and conditions and, the general terms and conditions, and the Latalata’s policies and guidelines shall constitute the entire agreement between you and us in relation to your use of our marketplace and shall supersede all previous agreements between you and us in relation to your use of our marketplace.