This YooKatale Seller Contract consists of two parts:
1.1. Seconds tech Limited (“YooKatale ” or “we”) operates an e-commerce platform consisting of a website and mobile application (“marketplace”), together with supporting logistics and payment infrastructure, for the sale and purchase of consumer products in Uganda (“territory”) along with various third parties.
1.2. These seller terms and conditions shall apply to all sellers on the marketplace, together with our general terms and conditions of use of the marketplace for buyers and sellers.
1.3. If you register with our marketplace as a seller:
1.3.1. you accept these seller terms and conditions, the general terms and codes, policies, and guidelines, as may be amended by YooKatale from time to time and which form an integral part of the terms upon which you may use the marketplace;
1.3.2. we will ask you to expressly agree to these seller terms and conditions; the general terms and conditions of use of the marketplace for buyers and sellers; and YooKatale Codes policies and guidelines, by clicking to confirm that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory.
1.4. You may not register with our marketplace as a seller, if you are an employee of YooKatale or a family member of an employee of YooKatale unless YooKatale has approved the registration pursuant to its conflict of interest procedures.
2.1. If you register with our marketplace as a seller you will be able to create a store on the marketplace, using the “Vendor Center” portal or you will be able provide different products to our customers through the platform.
2.2. Seller stores that are submitted may be reviewed for approval, at YooKatale’s discretion, before they are operational.
2.3. You shall be solely responsible for your store, listings, and products and you hereby agree that:
2.3.1. you shall obtain any licenses required for the sale of your products on the marketplace; and
2.3.2. to the extent required by applicable law, you shall register with relevant tax authorities and pay all relevant taxes in relation to your product sales.
2.4. You understand and agree that you may only open more than one Vendor Center account for a legitimate business reason and this shall be determined at YooKatale’s discretion. You shall notify YooKatale if you (or a person or entity related to you) open a Vendor Center account.
2.5. You shall conduct your business on the marketplace:
2.5.1. with skill and care, and by cooperating with and acting in good faith toward YooKatale and the buyers;
2.5.2. in compliance with the YooKatale Partner Code of Conduct, and other codes, policies, and guidelines as published on the marketplace from time to time.
2.5.3. in compliance with all applicable laws in force from time to time, including, without limitation (i) all laws, statutes, regulations, and other enactments of the territory (ii) the Uganda Foreign Corrupt Practices Act; (iii) the Uganda Bribery Act; (iv) all other anti-bribery and corruption, anti-money laundering and anti-terrorism laws; and (v) any trade or export sanctions or restrictions imposed by the Uganda, the European Union, and/or the United Nations.
2.6. Without prejudice to our other rights, we reserve the right to reject, unpublish and/or delete any seller store that breaches these seller terms and conditions, the general terms and conditions of use of the marketplace for buyers and sellers, or any YooKatale codes, policies, and guidelines.
3.1. You shall be responsible for listing your products on the marketplace by uploading to the Vendor Center a completed product page which shall include prices, detailed information, specifications, and images in respect of each product.
3.2. You may not publish more than one listing in respect of each product.
3.3. You agree to be solely responsible for all listings submitted to our marketplace and you agree that all listings must:
3.3.1. constitute bona fide listings relating to products that comply with the categories and rules set out in section 4;
3.3.2. comply with the rules on content in the general terms and conditions and further particularized in the Content and Image Guidelines;
3.3.2. comply with the rules on content in the general terms and conditions and further particularised in the Content and Image Guidelines; and
3.3.3. 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 YooKatale’s discretion, before they are published on the marketplace, and you acknowledge and agree there may be a lead time between submission of the product page to the Vendor Center and the publishing of the Product page on the marketplace due to time
1. notwithstanding that we may approve any listings, you shall be fully responsible for the same; and
3.6.2. we reserve the right to impose penalties for breach of this Section 3, without prejudice to our other rights.
3.7. You must keep your listings up to date. In particular, you must deactivate any listings in respect of products that have ceased to be available.
4.1. The only products that may be the subject of a listing on our marketplace are products falling within the product categories specified on the marketplace.
4.2. You must not advertise, buy, sell, or supply through our marketplace any product that:
4.2.1. breaches any laws or regulations, 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;
4.2.2. 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
4.2.3. 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 breaches 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. Promptly, following receipt of a written request from us, you must supply us with any information and documentation that we may reasonably request in order to verify the authenticity of products.
5.2. You shall be solely responsible for setting the price of your products on the marketplace, which may be amended through the Vendor Center from time to time, including for the purpose of any seasonal or other discounts.
5.3. The pricing of your products shall comply with all applicable laws, including competition laws.
6.1. Upon receipt of a confirmation of the sale from YooKatale , you shall:
6.1.1. process the order by packing and labeling the product(s) in accordance with the Packaging Guidelines; and
6.1.2. deliver the products to our drop-off point in accordance with the timelines, opening hours, and procedures specified in the Delivery Guidelines.
6.2. Section 6.1 above shall not apply in the event that you request, and we approve in writing, delivery by consignment, which shall be managed in accordance with the YooKatale Guidelines.
6.3. We may inspect any or all products we receive and we reserve the right to return to you any product that fails to meet the packaging requirements set out in the Packaging Guidelines or that fails to pass our quality control checks or any other product requirements set out in section 4.
6.4. You shall retain title to and ownership of the products until such time as the products are paid for in full by the buyer to YooKatale and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.
6.5. 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.
6.6. Without prejudice to all our rights, we may charge you penalties in respect of breaches of the Packaging Guidelines or the Delivery Guidelines. The amount of the penalties that may be charged pursuant to this section 6.6 shall be stated in the Seller Penalty Policy.
7.1. You may subscribe through the Seller’s Center for value-added services which may be available from time to time, including but not limited to:
7.1.1. warehousing and fulfilment services, as provided by the YooKatale Guidelines; and
7.1.2. marketing and promotional services.
7.2. In order to subscribe to any value-added services you may be required to expressly agree to additional terms and conditions in respect of the same. All value-added services shall be governed by any such additional terms and conditions, together with these seller terms and conditions, the general terms and conditions, and the YooKatale codes, policies, and guidelines referenced herein.
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.
8.1. 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, as further particularized in the commissions and fees page of Vendor Center or the relevant value-added service agreement.
8.2. In the case of promotion funded by YooKatale , 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 in the event that the sale is not completed, by way of consideration for the costs of our services rendered.
8.4. We may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees page of Vendor Center. This will not affect any liability to pay commission that accrues before the new rates are posted or for services that have been previously paid.
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:
9.1.1. 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;
9.1.2. commissions are inclusive of VAT and all other taxes thereon; and
9.1.3. in the event of any upwards revision in the rate of VAT or any other applicable taxes, the amount of the commission shall be automatically adjusted to ensure that YooKatale net revenues remain constant. The seller may, at its discretion, revise prices accordingly as provided in section 5.2.
9.2. The seller shall be exclusively liable in respect of all taxes applicable.
9.3. In the event any transaction consists of the importation of products for delivery to the buyer and such transaction may result in 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 fulfillment may create tax nexus e.g. permanent establishment.
9.4. Should a competent tax authority determine that YooKatale 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 YooKatale 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. Promptly following receipt of a written request from us, you must supply us with any information and documentation that we may reasonably 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.
10.1. We shall collect payments from buyers in respect of each product purchased from the marketplace, and 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 the sale of the products, after all, deductions pursuant to section 10.1 above, and remit the remaining funds to you in the currency of the marketplace territory and using such payment mechanism as we may notify you from time to time.
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 upload to the Vendor Center 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, via the Vendor Center, which shall include details of all proceeds of the sale of the products, deductions, and remittances.
10.6. Subject to the applicable laws of the territory, we may at any time set off any amount operate more than one account. For the avoidance of any doubt, the account statement in the Vendor Center shall serve as such notice of the set-off.
10.7. In the event that we hold insufficient funds on your behalf for payment of any amounts that you owe us (your account is in debit):
10.7.1. you shall pay the amounts you owe to us by such payment method as we may request; and
10.7.2. 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 all proceeds of sale to discharge any amounts that you owe us.
10.8. We may delay or suspend payment to you in the event of an investigation of a potential fraud or other breaches of this agreement.
10.9. In the event that the vendor disputes any transaction or statement of account, it must report its claim to YooKatale within three (3) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.
11.1. If we reasonably determine that you have breached these seller terms and conditions, our general terms and conditions, or any codes, policies, or guidelines, we may:
11.1.1. send you one or more formal warnings;
11.1.2. suspend, prohibit, or block your access to our marketplace as provided in the general terms and conditions;
11.1.3. apply penalties for breach as provided in our Seller Penalty Policy; and/or
11.1.4. 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 by updating the Seller Penalty Policy, 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 in section 11.1 above shall also apply if:
11.3.1. you fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the marketplace; or you receive negative ratings and reviews.
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.
13.1. 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 unless it is already in the public domain. You shall not use Jumia’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose YooKatale 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 YooKatale and shall be directly responsible to marketplace users for any misuse of their personal data.
13.3. If YooKatale 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 YooKatale in respect of the same.
14.1. These seller terms and conditions are subject to the general terms and conditions of use of the marketplace for buyers and sellers and shall be governed by and construed in accordance with the laws of the territory.
14.2. In respect of sellers operating across multiple marketplaces operated by YooKatale affiliates, each transaction shall be subject to the governing laws and jurisdiction of the territory of the marketplace on which the transaction took place.
14.3. We will ask for your express agreement to any revisions of these seller 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, the general terms and conditions of use of the marketplace for buyers and sellers, and the codes, 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.
1. About the Prohibited and Restricted Products Policy
1.1. Purpose YooKatale works hard to ensure that we keep our buyers’ trust and protect them against the sale of unsafe, illegal and otherwise unlicensed products when they shop on our marketplace. The purpose of this Prohibited and Restricted Products Policy is to support our sellers to work with us to ensure that there is no place for illegal products on YooKatale.
1.2. Scope Prohibited products are those products that may never be sold on YooKatale due to illegality, whilst restricted products may only be sold if certain criteria are met. This Policy sets out:
● products that are prohibited from sale on YooKatale or subject to restrictions;
● how sellers may identify such products;
● how YooKatale detects such products to prevent their sale; and
● the consequences of violation of this Policy.
1.3. Application This Policy applies to all products l
2. What are prohibited and restricted products?
2.1. Prohibited products Prohibited products are banned from sale on YooKatale . Specific prohibited products will vary by market, due to different local legal requirements. However, the following categories of products are always prohibited from sale on YooKatale:
● prescription medicines
● medical devices
● narcotics
● firearms, munitions and other weapons
● currency
● used products
● hazardous and dangerous products
● counterfeit products, as further outlined in the Anti-Counterfeit Policy
2.2. Restricted products Restricted products are subject to local licensing and other requirements. Specific restricted products will also vary by market, but could include the following:
● Products (brands/categories) that are at high risk of counterfeit, and require authentication in order to distribute or sell.
● Products that require a license for import; and
● Products that require local registrations/permits from the relevant food and drugs agency (“FDA”) e.g. foods , alcohol, cosmetics and tobacco. YooKatale understands and prioritizes the regulation on food and drug categories that require permits for the exportation, importation, manufacture, and the registration of products such as drugs, chemicals, consumable goods, cosmetics, biological, and medical services which are produced in or outside Uganda. YooKatale requires that products that are listed and sold in these categories have valid registrations and this is a requirement for all products being listed in such categories. All listings of FDA regulated product categories are limited to local sellers and YooKatale managed accounts only.
2.3. List of Prohibited and Restricted Products Click to view the List of Prohibited and Restricted Products as published in Seller Centre. YooKatale may update the List from time to time, in order to stay current with available information and changes in the law. The List presents a helpful guide for sellers, but it is not exhaustive, and we rely on sellers to take full responsibility for exercising good judgment in respect of their product listings and ensuring that their products comply with the laws and regulations
3. How does YooKatale detect prohibited and restricted products? YooKatale is continuously innovating to improve the ways we detect and prevent the sale of prohibited products, and monitor the sale of restricted products on our marketplace. YooKatale may detect a prohibited or restricted product in the following ways:
● Product creation: All listings of FDA regulated product categories are limited to local sellers and YooKatale managed accounts only. The listing includes a mandatory field for insertion of the FDA registration number.
● Product approval: When sellers create new product listings, the listings will be subject to approval by YooKatale before they are published on the website. Sellers will receive notification of all prohibited or restricted products that are blocked.
● Product content updates: Edits to listings are be subject to approval by YooKatale before they are published on the website. Sellers will receive notification of all edits that are rejected.
● Physical inspection: We conduct random physical inspection of products in our possession, as well as more targeted inspections in respect of high risk products and sellers with high rates of return. We can therefore detect practices such as listing authentic products but delivering counterfeits, and the listing of counterfeit products under alternative brand names.
● Reports: We encourage all buyers, brands and manufacturers who have concerns about the sale of Prohibited and Restricted products to notify us as provided below. We will promptly investigate and take appropriate action to protect buyers, other sellers, and rights holders.
4. What are the consequences of violation of this Policy? If a seller lists a prohibited or restricted product in violation this Policy and the law, YooKatale shall delist the products from sales and apply the appropriate financial penalties, as provided by the Penalty Policy. YooKatale may also, in its discretion, take further corrective action, which may include, without limitation, the following:
● arranging immediate collection by the seller of any stock in our possession;
● destroying the stock without reimbursement to the seller and at the seller’s cost;
● delivering the stock to the relevant law enforcement authority, without reimbursement to the seller and at the seller’s cost;
● suspending or terminating the seller’s shop on YooKatale;
● withholding all payments to the seller; and/or
● commencing legal action against the seller (the sale
5. Further information If you are a seller and you have any questions about this Policy, please contact our Seller Support Team.
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