Merchant service agreement
In a bid to demonstrate our commitment to the furniture Industry and its business development, Hog Furniture, Nigerian's no.1 retailer of Home, Office and Garden furniture, opened up its online platform to Nigerian furniture, building and construction businesses to enable merchants to sell their products (“Marketplace”), giving instant nationwide access to your products. Merchants can also enjoy all the benefits that come with having an online store by being able to sell their products to customers all over Nigeria.
Businesses that sign up to our Marketplace will have a free micro-site provided for them, and HOG will provide additional value-added services including but not limited to marketing, customer service, and logistics partnerships to support and cater for customers in all 36 states in Nigeria as well as Abuja. Merchants can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers all over Nigeria. We also provide convenient payment terms for the proceeds of merchants’ sales. HOG offers its customers both prepaid and pay-on-delivery payment options for goods purchased but depending on their location. All merchants have to do to enjoy all these benefits, is to review and accept the terms and conditions of the HOG Furniture Merchant Service Agreement below. We reserve the right to alter these Terms & Conditions at any point without notice, by updating the content on our website.
The essence of our existence in the corporate world is to have an impact on living and life as a whole. Let's take you on an expedition through nature's very best in Home, Office and Garden furnishing via value-added services, prompt delivery and great customer experience.
In consideration of the mutual covenants set forth in this Agreement, Seller and HOG (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:
1. Services Rendered
The Seller agrees to compensate HOG for the services rendered listed in section 2 below (“Services”).
2. Delivery of Services
HOG will use reasonable diligence in rendering the Services offered to the Seller, which include the following:
HOG may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Seller will be informed before provision of the said services.
HOG reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.
The Seller agrees to use reasonable diligence in providing HOG with genuine products, up-to-date product quantity information and accurate product information.
For all of the Services provided by HOG under this Agreement, the Seller shall compensate HOG, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all sellers; or agreed in advance between both parties, or detailed elsewhere on the HOG website.
HOG shall have the right to deduct commissions for all “Self-fulfilled Orders” directly from the Payments made to HOG on orders delivered/fulfilled by HOG furniture.
HOG will from time to time review the category commission structure and will notify the Seller of any changes by communicating directly to sellers or publishing the same on the Seller HUB portal, or on HOG’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. HOG will remit payments for sales generated by the Seller on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.
The Seller and HOG acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of HOG. Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without HOG’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.
5. Independent Contractor
HOG shall be deemed as an independent contractor. HOG will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Seller will not withhold or pay any income tax, social security tax, or any other payroll taxes on HOG’s behalf. HOG is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller. HOG understands that it will not be entitled to any fringe benefits that Seller provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.
6. Entire Agreement
This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. HOG reserves the right to alter these terms and conditions at any point without notice, by updating the content on the HOG website.
Seller warrants that everything it gives HOG to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller. The Seller agrees to indemnify and hold HOG, its employees and associates harmless from any and all claims brought in the performance of the Services.
Seller shall indemnify and hold HOG harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Seller (“Third Party Claim”).
8. Limitation of Liability
A) Notwithstanding applicable returns policy, Merchant further covenants to:
B) Merchant agrees to indemnify, defend and hold harmless HOG against and from any third party claims (including reasonable legal or arbitration costs) arising from:
9. Term & Termination
Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party.
HOG has the right to evict the Seller from HOG if any, or a combination, of the following breaches, are committed:
- Fails to make a product that has been sold on HOG Marketplace available for delivery within three (3) business days after it was supposed to be available for delivery;
- Provides fake, inferior or substandard products that have been sold as genuine;
- Provides used, refurbished or damaged products that have been sold as new or unused;
- Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the SON, etc.);
- Fails to meet the Quality of Service Standards (QoS) as defined in the Seller HUB rating system (details on request);
- Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;
- Engages in any activity that brings HOG, or any of HOG’s partners or other marketplace vendors into disrepute.
HOG reserves the right to alter these QOS rules at any time, and in the event of any changes HOG will inform the Seller by publishing the same on HOG’s website. HOG will send a formal warning to the Seller after each incident.
10. Policy on Counterfeit, Refurbished and Unauthorized Products on HOG Marketplace
HOG is committed to delivering high-quality products and service to customers at all times, and we strive to ensure that all products sold by merchants via the HOG Marketplace are held to the same high standards. HOG Marketplace has zero tolerance for counterfeit products, and does not allow the sale of unoriginal, fake/replica, refurbished or otherwise unauthorized items. It is the responsibility of each merchant to source and sells only authentic items. If a merchant is determined by HOG to have sold inauthentic or otherwise unauthorized goods, HOG may suspend or terminate the merchant's ability to sell on HOG immediately and without warning, and current and future payments held by HOG on the merchant’s behalf may be forfeited and withheld in accordance with HOG's Authentic Items Policy.
Sellers shall be responsible for insurance in relation to goods shipped to customers.
12. Copyright and Infringement Trademark
HOG respects all copyright and trademarks of others. As a Seller on our website, you must in turn respect these rights. HOG will immediately terminate or suspend a seller who infringes another’s trademark or copyright.
13. Independent Contractors
The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.
Restrictions and Prohibitions
- All product descriptions must be true, accurate and non-misleading.
- Products sold by Sellers must not be fraudulently obtained or involve the sale of counterfeit or stolen items.
- Sellers must not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; HOG will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of sellers who may be infringers.
- Sellers must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising).
- Products/description of products must not be defamatory, trade libellous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, a significant risk of death or injury, or other unlawful activities.
- No display of images containing pornography is permitted.
- You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;
- Sellers must not incur liability for HOG and its subcontractors or expose them to undue risk or otherwise engage in activities that HOG, in its sole discretion, determines to be harmful to HOG's affiliates, operations, reputation, or goodwill.
- Sellers must not post or display any materials that exploit or otherwise exploits children under age of 18 years.
- Sellers must not conduct activities such as gambling, sweepstakes, raffles and lotteries.
14. Force Majeure
The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if its attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lockouts, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement, shall be settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;
Where the Parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a Party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Lagos State Multi-Door Court House (LMDC), Igbosere Lagos under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.
16. HOG's Right to Sue
All merchants hereby agree and accept that HOG has the right to sue any merchant who has contravened or contravenes any of the laws here in, or promulgated by the Federal Republic of Nigeria(i.e. Standard Organisation of Nigeria(SON), and other agencies applicable or any of the laws of Nigeria which deem the act of the merchant criminal and intolerable
ANY SPECIAL AGREEMENT OUTSIDE THESE TERMS AND CONDITIONS MUST HAVE BEEN SIGNED OFF BY The Director HOG Seller HUB