Scope(1) Orinoco Deals (“Orinoco”) owns and operates a platform in the international global community that allows merchants to sell their products to the public over the internet. This platform is currently provided on the website www.orinocodeals, but may be provided on different websites or applications in the future.(2) The merchant will have the opportunity to sell their products on the Orinoco platform. Orinoco is entitled to accept purchases on behalf of the seller. The service provided by Orinoco is limited to referring customers to the merchant and accepting orders and payments on their behalf. In addition to this at Orinoco’s discretion, they may provide the merchant with analytics about the performance of the merchants’ products and additional marketing support. This support may be reflective of the agreed level of commission.(3) The merchant authorizes Orinoco to accept binding orders from customers on their behalf.

(4) Orinoco may carry out changes to the website or service, or suspend the service, without notice.

2 Orinoco’s rights and obligations

(1) The Merchant acknowledges that the relationship between customers and Orinoco Deals is governed by the privacy policy and the general terms and conditions, both available on the website.

(2) Orinoco will present on the website the products listed by the seller. The merchant will be responsible for listing their own products.

(3) Orinoco  is authorized to accept binding sales on behalf of the merchant and will be careful to pass order data on to the merchant as well as technology allows.

(4) In order to maintain its reputation for quality and high standard of service, Orinoco reserves the right to terminate the relationship with the merchant if the merchant repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.

3 Merchant’s rights and obligations

(1) The merchant is obliged to provide all the information necessary when listing a product on Orinoco.com.ng. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The merchant must never knowingly deceive a potential customer by misrepresenting their product/s. The merchant must notify Orinoco of any changes to the detail of their listings while uploaded on the site.

(2) The merchant guarantees that information listed on Orinoco relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.

(3) The merchant will be responsible for keeping an up-to-date inventory of all their products listed on Orinoco.

(4) The merchant guarantees that the information provided by him does not violate any third party’s copyright.

(5) The merchant will contact the customers no more than is necessary for processing the transactions referred by Orinoco. In particular, the merchant will not send any advertising email or other commercial advertisements to the customer without prior agreement from Orinoco or the expressed wish of the customer. When delivering products sold via Orinoco, the merchant will not advertise any of Orinoco’s competitors.

(6) The merchant will process orders and arrange delivery with all reasonable care the moment receipt of confirmation of sale is received through the Orinoco site via email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within 1 working day. The merchant is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the merchant and all their products from the Orinoco platform.

(7) If the merchant cannot fulfill an order submitted to him, he must notify Orinoco as soon as possible, and within 1 day of receiving the order at the latest.

(8) The merchant agrees to adhere to his range of products and prices as provided to Orinoco and as described on their listing on the website. The merchant guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. The merchant further guarantees to take great care to keep up-to-date his range of products, stock count, prices and associated terms and conditions, like delivery fees.

(9) The merchant representative is to provide Orinoco with a copy of his/her valid Identity Card at the contract signature.

4 Commission

(1) The merchant agrees to pay Orinoco a fixed percentage commission on the gross revenue from their sales made through the Orinoco platform. Depending on the category it may be appropriate to agree different commission percentages for certain items or product categories.

(2) Orinoco may start charging additional fees for the sale of goods through the Orinoco platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, the merchant will be notified prior to their commencement in writing and they will have the option to opt out.

(3) Orinoco reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the merchant. Orinoco will give the merchant adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

5 Customer online payment

(1) In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless online Transfer), Orinoco collects the payment for the relevant order in Orinoco’s name on behalf of the merchant, and pays it out to the merchant according to the invoicing agreement.

(2) The merchant will keep receipts of deliveries to customers for at least 13 months and make those available on request. In case of problems that may cause the order to be rescinded, or in case of a delivery failure, the merchant must immediately notify Orinoco by phone so that the credit card payment may be canceled.

(3) The merchant bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has been credited to the merchant, Orinoco reserves the right to correct the amount the merchant is invoiced to offset this payment.

6 Invoicing and merchant payment

(1) Orinoco’s invoices may be delivered by email, online, fax, post or in person. They include Orinoco’s claims on the merchant, commission, and, if applicable, other fees as stated in §4 (2).

(2) Orinoco is to send a monthly statement of confirmed orders to the Supplier by the 10th of each month after which the supplier will have 5 days for verification and commission settlement.

(3) The merchant is to pay commission to Orinoco by the 5th day of receiving the monthly statement unless there are disputes/clarifications needed which have to be conveyed to Orinoco in writing within the allocated 5 days.

(4) In case the supplier receives the payment of sold products/services on www.orinoco.com.ng directly, supplier is bound to pay the agreed commission to Orinoco in 5 days of receiving statement each month.

(5) Payments would be made by bank transfer or cross cheque payable to ‘Orinoco Logistics Company’.

7 Liability

(1) The merchant indemnifies Orinoco from all claims arising in relation to matters outside Orinocos control, including but not limited to the quality of goods and services provided by the seller. The merchant further indemnifies Orinoco from third parties’ claims resulting from any violation of laws and regulations by the seller.

(2) Orinoco cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.

(3) VAT liability rests with the merchant and Orinoco will not be responsible for any VAT issues.

8 Privacy

Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.

9 Licence

(1) Orinoco has the right to freely maintain the merchant’s listing and its ranking on the website. Orinoco offers customers the opportunity to give ratings and reviews of the merchant’s goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. Orinoco reserves the right to delete ratings and reviews.

(2) Orinoco may scan, transcribe, and publish online the merchant’s listings, logos and other materials required. The merchant grants to Orinoco a royalty- free, perpetual, unrestricted licence to use and distribute any materials provided by him, for the purpose of advertising Orinoco’s service. In particular, this includes use in Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.

10 Terms and termination

(1) This agreement is valid as soon as the merchant signs the contract, or fulfils an order referred by Orinoco, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, post or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for important cause remains unaffected.

(2) The right to immediate termination in particular covers the case where the merchant repeatedly receives negative ratings and reviews on the website, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information required to present the merchant’s items is also grounds for immediate termination. Typos, mistakes and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

11 General

(1) If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.

(2) Orinoco reserves the right to modify his general terms and conditions without giving any justification. In that case, Orinoco will give the merchant adequate notice via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.

(3) The changed terms and conditions are considered agreed by the merchant if he does not object to them in writing within 2 weeks of receiving notice of the changes.

(4) Any terms and conditions of the merchant are not part of this agreement unless Orinoco expressly agrees to adhere to them in writing.

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