Introduction

As a demonstration of our commitment to Tanzania and Tanzanian entrepreneurs, JaoMall Limited (“JaoMall”, “us”),

Tanzania’s Largest Online Mall opened up its online platform to Tanzanian businesses to enable merchants sell their products (“Mall”), 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 Tanzania. Businesses that sign up to JaoMall will have a free microsite provided for them, and JaoMall will provide some additional value-added services including but not limited to marketing, customer service, and logistics partnerships to cater for customers in all regions in Tanzania. JaoMall will also provide seller support to all its merchants to help grow their businesses.

Merchants can greatly increase sales and revenue by partnering with us, while we worry about giving them the visibility and customer base needed to achieve this.

We also provide convenient payment terms for the proceeds of merchants’ sales. JaoMall offers its customers both prepaid and pay-on-delivery payment options for goods purchased. All a merchant is required to do to enjoy all these benefits is to review and accept the terms and conditions of the JaoMall Mall Service Agreement below. JaoMall reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the JaoMall website.

Agreement

In consideration of the mutual covenants set forth in this Agreement, Seller and JaoMall (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:

  1. Scope

(1) JaoMall owns and operates a platform in Tanzania that allows merchants to sell their products to the public over the internet. This platform is currently provided on the website www.JaoMall.com, 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 JaoMall platform. JaoMall is entitled to accept purchases on behalf of the seller. The service provided by JaoMall is limited to referring customers to the merchant and accepting orders and payments on their behalf. In addition to this at JaoMall’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 authorises JaoMall to accept binding orders from customers on their behalf.

(4) JaoMall may carry out changes to the website or service, or suspend the service with consideration to its stakeholders.

  1. JaoMall’s rights and obligations

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

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

(3) JaoMall is authorised 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, JaoMall reserves the right to terminate the relationship with the merchant if any, or a combination, of the following breaches are committed:

  1. If the merchant repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.
  2. Fails to make a product that has been ordered for on JaoMall available for delivery within three (3) business days after it was supposed to be available for delivery.

III. Provides fake, inferior or substandard products that have been sold as genuine.

  1. Provides used, refurbished or damaged products that has been sold as new or unused.
  2. Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the TBS, TFDA etc).
  3. Engages in any activity which would be considered illegal under Tanzanian law, or engages in any activity that could be considered as fraudulent or misleading;

VII. Engages in any activity that brings JaoMall, or any of JaoMall’s partners or other mall vendors into disrepute.

(5) In order to ensure quality products sold to customers, JaoMall will undertake quality checks before the product is delivered to the customer.

(6) JaoMall is obligate to collect the order from the merchant without any charges and transport it to the fulfilment hub for order processing and delivery.

(7) JaoMall will schedule the order pick-up time with the merchant as soon as merchant is notified.

  1. Merchant’s rights and obligations

(1) The merchant is obliged to provide all the information necessary when listing a product on JaoMall.com. 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 JaoMall of any changes to the detail of their listings while uploaded on the site.

(2) The merchant guarantees that information listed on JaoMall 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 JaoMall.

(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 JaoMall. In particular, the merchant will not send any advertising email or other commercial advertisements to the customer without prior agreement from JaoMall or the expressed wish of the customer. When delivering products sold via JaoMall, the merchant will not advertise any of JaoMall’s competitors.

(6) Upon the order notification, the merchant is required to prepare the required product according to the order for the pick-up. Merchants should make sure the order is in good condition and not out-dated (in case of such products). Merchant will not be required to pay for the pick-up.

(7) If the merchant cannot fulfil an order submitted to him, he must notify JaoMall 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 JaoMall 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.

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

  1. Commission

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

(2) JaoMall may start charging additional fees for the sale of goods through the JaoMall 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) JaoMall reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the merchant. JaoMall 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.

  1. Customer online payment

(1) In case of electronic payment by the customer (e.g. by credit card, debit card, or Mobile money payments), JaoMall collects the payment for the relevant order in JaoMall’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 JaoMall by phone so that the credit card payment may be cancelled.

(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, JaoMall reserves the right to correct the amount the merchant is invoiced to offset this payment.

  1. Invoicing and merchant payment

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

(2) JaoMall 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 JaoMall by the 5th day of receiving the monthly statement unless there are disputes/clarifications needed which have to be conveyed to JaoMall in writing within the allocated 5 days.

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

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

  1. Products returns.

JaoMall offers product returns from customers; however, reasons for the returns will be serious assessed. If the reason for the returns is caused by the Merchant, he/she will be charged for the cost of returns if the order was observed to be in one of the following categories

(1) Product item not according to the order

(2) Damaged and defective items

(3) Items not as described.

Merchant whose products are observed to be highly retuned and appear on above category, serious actions will be taken.

  1. Independent Contractor

JaoMall shall be deemed as an independent contractor. JaoMall 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 JaoMall’s behalf. JaoMall is also not responsible for remitting or paying VAT (Value

Added Taxes) on behalf of the Seller. JaoMall 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.

  1. Content

(1) JaoMall does not claim ownership rights in your Content. You grant JaoMall a license solely to enable JaoMall to use any information or content you supply JaoMall with so that JaoMall is not violating any rights you might have in that Content. You agree to allow JaoMall to store or re-format your Content and display your Content on JaoMall in any way as JaoMall chooses. JaoMall will only use personal information in accordance with its Privacy Policy.

(2) By uploading Content to JaoMall Marketplace, you promise that you own and/or have the right to use such Content in this manner and that such Content does not infringe any third party intellectual property rights. In the event that JaoMall receives a complaint in respect of any Content posted by you it shall be your sole responsibility to deal with such a complaint and to compensate JaoMall for any loss suffered. JaoMall reserves the right to remove any such Content immediately.

(3) By uploading images to JaoMall Mall, you agree that JaoMall Mall has the right to use your images to promote JaoMall Marketplace.

(4) Re-Posting Content: By posting Content on JaoMall Mall, it is possible for an outside website or a third party to re-post that Content. You agree to hold JaoMall harmless for any dispute concerning this use. If you choose to display your own JaoMall -hosted image on another website, the image must provide a link back to its listing page on JaoMall Mall.

(5) Idea Submissions: JaoMall considers any unsolicited suggestions, ideas, proposals or other material submitted to it by sellers via the Site or otherwise to be non-confidential and non-proprietary, and JaoMall shall not be liable for the disclosure or us of such Material. If, at JaoMall’s request, any member sends Material to improve the site (for example to customer support), JaoMall will also consider that Material to be non-confidential and non-proprietary and JaoMall will not be liable for use or disclosure of the Material. Any communication by you to JaoMall is subject to this Agreement.

  1. Policy on Counterfeit, Refurbished and Unauthorized Products on JaoMall

JaoMall is committed to delivering stellar services to its customers at all times, and we strive to ensure that all products sold via the JaoMall and shipped to our buyers are held to the same high quality standards. JaoMall has zero tolerance for counterfeit products, therefore any store that sells unoriginal, fake/replica, refurbished or unauthorized items on JaoMall will be automatically suspended and the authenticity of the products will be investigated. If the merchant is then proven to sell these items, the store will be permanently prohibited from selling on JaoMall. This policy excludes official replica items produced and sold by authorized brands and organizations.

  1. 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.

  1. Licence

(1) JaoMall has the right to freely maintain the merchant’s listing and its ranking on the website. JaoMall 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. JaoMall reserves the right to delete ratings and reviews.

(2) JaoMall may scan, transcribe, and publish online the merchant’s listings, logos and other materials required.

The merchant grants to JaoMall a royalty- free, perpetual, unrestricted licence to use and distribute any materials provided by him, for the purpose of advertising JaoMall’s service. In particular, this includes use in Google

AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.

  1. Terms and termination

(1) This agreement is valid as soon as the merchant signs the contract, or fulfils an order referred by JaoMall, 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) 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 as stated in clause §2 (4).

  1. General

(1) If a single clause in this agreement is invalid, both parties will endeavour 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) JaoMall reserves the right to modify his general terms and conditions without giving any justification. In that case, JaoMall 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 JaoMall expressly agrees to adhere to them in writing.

  1. Indemnification

Seller warrants that everything it gives JaoMall 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 JaoMall, its employees and associates harmless from any and all claims brought in the performance of the Services.

Indemnifying Customers:

JaoMall expects that all products shipped to customers matches the description stated on the site and must be shipped in working condition. If a valid complaint is made by a buyer on hi-tech products or any product listed on the merchant’s page within 21 days of purchase For hi-tech products, JaoMall reserves the right to hold on to the revenue for them or deduct the value from the seller’s account pending payment. Not complying with this term will lead to the termination of the store on JaoMall marketplace.

  1. Force Majeure

The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, 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.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Tanzania

in force from time to time and any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of courts within Dar es Salaam Region.

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