Seller Agreement

New Seller Incentive – Pay no commission for the first 60 days from registration

Terms and Conditions for No Commission Offer

• Only applies to line items (excluding cancellations, returns not yet exchanged and refunds) completed/delivered within 60 days of registration

• Only applies to sellers who register from 1 November 2023 to 31 April 2024

• Only applies to line items picked/packed within SLA and delivered in SLA (where sellers are delivering their own orders)

• Sellers to be paid end of first week of month for completed orders the month before.

• Commission paid on refunded orders will be netted from future payments (related to incentive or general payments twice monthly)

• The incentive will not be honoured to sellers who have registered before 1 November 2023, delist and then attempt to register again

1. Introduction

1.1. This Agreement is entered into between Dropship Trading (Pty) Ltd t/a Mmaraka (“Mmaraka”), a limited liability company incorporated under the laws of the Republic of South Africa and having its principal place of business located at 400 Roan Crescent, Randjespark, Midrand and the Vendor.
1.2. Mmaraka owns and operates an internet based Platform in South Africa that allows Vendors to sell their products online to the Customers, which Platform is currently provided on the website www.mmaraka.co.za, and may be provided on different websites or applications in the future as Mmaraka may elect (the “Platform”);
1.3. The Vendor intends to sell products on the Platform according to the terms and conditions contained herein.
1.4. This Agreement expressly supersedes prior agreements or arrangements with the Vendor.
1.5. Guidelines will be available to Vendors for guidance on operations and will be displayed in the footer of Seller Center. Guidelines are in addition to and shall be deemed a part of the present Agreement for the purposes of the applicable operating model, rules and services. Guidelines shall prevail over this Agreement in the event of a conflict.
1.6. Any update to the Agreement will be communicated to the Vendor, who will have 2 weeks to accept the terms. If the Vendor does not accept the terms, the Vendor Account will be suspended. If the Vendor accepts the Agreement, the new terms and conditions shall apply to all the orders processed after electronic acceptance of amendments and updates.

2. Definitions
2.1. In this agreement, unless the context otherwise indicates –
2.1.1. The singular shall include the plural and vice versa;
2.1.2. Reference to the masculine gender shall include the feminine gender and vice versa;
2.1.3. Natural persons shall include created entities (corporate or unincorporated) and vice versa; and
2.1.4. The headings in this Agreement are used for the sake of convenience and shall not govern the interpretation hereof.
2.2. “Account Manager” means a Mmaraka professional agent specialized in supporting the commercial growth of a Vendor on the Platform. The assignment of an Account Manager to a Vendor is solely at Mmaraka’s discretion;
2.3. “Business Day” means any day on which normal business is conducted and excludes Saturdays, Sundays and public holidays in the Republic of South Africa.
2.4. “Confidential Information” means the content of this Agreement, all the information and data acquired in connection with or for the purposes of this Agreement and any information that is not publicly available to third parties.
2.5. “Confirmation of Sale” means the notice confirming a sale sent by Mmaraka to the Vendor either via the Platform and/or via email. The Confirmation of Sale notice shall be presumed to have been received by the Vendor on the same date it was sent via the Platform and/or via email.
2.6. The “Customer” means Mmaraka customers who make online purchase orders on the Platform.
2.7. The “Order” means the purchase order completed by the Customer, stating his contact information and detailed description of the Product/s he wishes to purchase.
2.8. “Payment Method” means electronic payment, which includes but is not limited to payment by credit card, debit card, Electronic Funds Transfer (EFT), eBucks, cash payment and payment in store with Pay@.
2.9. The “Product” means the product/s offered on the Platform by the Vendor.
2.10. The “SellerCenter” means the online interface where Vendors administer and monitor their Product sales.
2.11. The “Invoice” means the invoice issued by the Vendor to the Customer.
2.12. The “Warehouse” means Mmaraka’s warehouse situated at 400 Roan Crescent, Randjespark, Midrand, 1685.

3. Scope of Services
3.1. The Vendor shall offer its Products to Customers on the Platform.
3.2. Mmaraka shall accept online purchase orders from the Customers in respect of the Vendor’s Products offered on the Platform, by way of an online application form on the Platform and completed by the Customer. The contract of sale is concluded between the Vendor and the Customer, subject to the Terms and Conditions published on the Platform. 3.3. The Vendor shall package the Product and deliver to Mmaraka’s Warehouse. 3.4. Mmaraka shall do a quality inspection before delivering the Product to the Customer and reserves the right to return the Product to the Vendor, at the Vendor’s expense, should the Product fail to meets Mmaraka’s quality standard. 3.5. The Vendor shall accept returns of all Products returned by Customers and accepted by Mmaraka, in line with Mmaraka’s return policy and/or this agreement.
3.6. Ownership of the Products shall vest in the Vendor until such time as the stock is sold, paid for in full (by the Customer to Mmaraka) and delivered to the Customer. On delivery, ownership in the Products shall vest in the Customer.

4. Mmaraka’s Rights and Obligations
4.1. Mmaraka shall display the Products specified by the Vendor, via the SellerCenter, on the Platform.
4.2. Mmaraka shall offer the Product/s for sale for the display price specified by the Vendor, via SellerCenter.
4.3. Mmaraka may use third party service providers to fulfil some part of the services to the Vendor and to the Customer.
4.4. Mmaraka shall have the right to reject products, descriptions of products and/or pictures of products specified by the Vendor, via the SellerCenter, in the event that those products and/or pictures do not meet Mmaraka’s quality standards, Mmaraka’s Photography and Images Guidelines. Should a product be rejected, Mmaraka will provide the Vendor with reasons for the rejection.
4.5. Mmaraka reserves the right to:
4.5.1. Remove the entire or a portion of a Product page which would contravene the terms and conditions of this Agreement.
4.5.2. Remove an image proposed by the Vendor for any reason, including but not limited to the following:
4.5.2.1. The quality of the image does not match Photography and Images Guidelines, available in SellerCenter, in terms of quality or accuracy, or
4.5.2.2. The image offends the sensibility of Customers or the image is not compliant with moral ethics.
4.6. Mmaraka shall send a Confirmation of Sale to the Vendor via the SellerCenter and/or by email.
4.7. Mmaraka shall be responsible for delivering the Product to the Customer at the Vendor’s expense.
4.8. At Mmaraka's discretion, it may provide the Vendor with analytics about the performance of the Vendor's products and additional marketing support.
4.9. Mmaraka will provide the Vendor with training material and the requisite support for the Vendor to build the level of competence and acquire the knowledge to operate on the Platform. Training may be provided online or offline. Mmaraka reserves the right to charge a fee for certain training programmes. Vendors may be required to attend training in order to be eligible to sell on the Platform.

5. Vendor's Rights and Obligations
5.1. Vendor Account
5.1.1. Every Vendor who lists Products on SellerCenter must create an account.
5.1.2. An account created in SellerCenter is for the Vendor’s exclusive use and cannot be transferred to a third party without Mmaraka’s prior written consent. It is prohibited for a Vendor to use the SellerCenter account for different points of sale. The Vendor understands and agrees that each SellerCenter acount is for one unique point of sale and one email address.
5.1.3. The Vendor acknowledges that Vendor information shared with Mmaraka is necessary to provide the services.
5.1.4. The SellerCenter account is free and is created for an unlimited time. It can be closed at any time and without any notice to the Vendor.
5.2. Product Listing and Content
5.2.1. The Vendor acknowledges that the relationship between Customers and Mmaraka is governed by a Privacy Policy and general Terms and Conditions of Sale available on the Platform.
5.2.2. The Vendor authorises Mmaraka, by virtue of this Agreement, to market and sell the Product/s on the Platform to Customers on behalf of the Vendor, which pass quality control. The Vendor further authorises Mmaraka to divulge data and information about the Vendor and the Products on its Platform to the extent required for marketing.
5.2.3. The Vendor shall be responsible for listing its own products. The Vendor shall provide a detailed description of the Products and all relevant and necessary information to Mmaraka, via the SellerCenter, prior to displaying a Product on the Platform. This includes, but is not limited to, a detailed title and sub-title, prices, quantity, picture and description of the Product (complying with Content and Photography and Images Guidelines).
5.2.4. The Vendor grants Mmaraka the perpetual right to use, reproduce, modify, adapt, publish, translate and create other content and to distribute the content that the Vendor provides to describe the Products and the image itself.
5.2.5. Mmaraka offers Customers the opportunity to evaluate the Products on the Platform. Mmaraka will review these evaluations and may publish them, but reserves the right to delete ratings and reviews.
5.2.6. The Vendor acknowledges and undertakes that all the information relating to the Products provided to Mmaraka is true and does not violate any third party’s Intellectual Property Right. The Vendor further guarantees that this information satisfies all legal requirements, and in particular satisfies information requirements for consumer protection
5.2.7. The Vendor indemnifies Mmaraka against any third party claims resulting from the Product information provided by the Vendor and/or resulting from the product/s itself.
5.2.8. The Vendor must adhere to Mmaraka’s Prohibited and Restricted Products Policy.
5.2.9. Mmaraka may conduct audits and tests in respect of the Products provided by the Vendor to guarantee that the Products listed on the Platform are not counterfeit products. Listing of counterfeit products would be considered fraudulent activity and may lead to legal proceedings.
5.2.10. Every item sold shall be identical to its description on the Platform and to the image provided. Mmaraka may inspect the Products listed by the Vendor in order to check their conformity with the specifications mentioned by the Vendor on its SellerCenter and with the standards of quality stated in therein. In case of non-conformity with the technical characteristics, colour, image or in case of technical default, Mmaraka shall return the Product to the Vendor (and impose penalties as stipulated in the Guidelines). The Vendor shall not knowingly deceive a potential Customer by misrepresenting a Product.
5.2.11. The Vendor shall assume responsibility for the content it publishes on its Product page.
5.2.12. The Vendor agrees that because of lead time due to quality control, the Product page may not go online instantly.
5.3. Sale of the Products
5.3.1. The Vendor is responsible for setting the price of its Products on the Platform. The price must include taxes and comply with applicable laws in effect for the full duration of the listing.
5.3.2. The Vendor authorizes Mmaraka to accept binding sales on its behalf. Mmaraka will ensure that order data is passed on to the Vendor through SellerCenter within one (1) Business Day.
5.3.3. The Vendor does not have the right to contact the Customers directly and the Vendor agrees that Mmaraka is the owner of the Customer information.
5.3.4. The Vendor shall not send advertising or promotional emails to a Customer without the prior consent of Mmaraka and the Customer.
5.3.5. The Vendor is responsible for keeping an up-to-date inventory of all the Products displayed on the Platform and undertakes to immediately notify Mmaraka if any Product is out of stock via SellerCenter.
5.3.6. The Vendor must adhere to its range of Products and prices as provided to Mmaraka and as described on the Product listings on the Platform.
5.3.7. The Vendor acknowledges and undertakes that there are no ongoing criminal, insolvency or tax investigation proceedings or other penalties outstanding in relation to the Product. The Vendor further undertakes to take great care to keep his range of Products, stock count, prices and associated terms and conditions like delivery fees up to date.
5.4. Packaging and Fulfilment
5.4.1. The Vendor shall process the Order and prepare the packaging of the Product, with all reasonable care, on receipt of a Confirmation of Sale from Mmaraka. The Vendor shall package according to Delivery Guidelines.
5.4.2. Orders should be fulfilled and prepared by the Vendor in good order and quality, in line with Mmaraka’s quality standards, within one (1) Business Day from receipt of Confirmation of Sale from Mmaraka. Should the Vendor be unable to fulfil an Order submitted to it, it must notify Mmaraka within one (1) Business Day after receiving the Confirmation of Sale from Mmaraka.
5.4.3. The Vendor must assign the Order the default order number given in the SellerCenter application, preceded by “MP-“. The Vendor must then print the invoice and shipping label generated by the SellerCenter application. The Vendor must package each order in a sealed plastic package and include the invoice inside the package while fixing the shipping label on the outside. The Vendor is responsible if any item within the package is missing.
5.5. Promotions
5.5.1. If a Vendor submits Products using the Promotion Feature in SellerCenter, the Vendor agrees to sell the Products at the price entered into the Promotion Feature for the period mentioned in the Promotion description.
5.6. Logistics
5.6.1. The Vendor shall deliver the Order, or arrange for a service provider to deliver the Order, to Mmaraka’s Warehouse within 1 ½ (One and a half) Business days after receipt of the Confirmation of Sale from Mmaraka.
5.6.2. The Vendor shall ensure that all the Products are the exact products delivered to the Warehouse. The Vendor can only deliver its Products during the opening hours of the Warehouse. When delivering its Products, the Vendor must provide the list of the products and quantities delivered to Mmaraka.

6. Penalties
6.1. Penalties may be instituted in the case of non-compliance by the Vendor with Mmaraka’s quality commitments to its Customers at Mmaraka’s discretion.
6.2. If instituted, penalties shall be awarded to compensate Mmaraka for any extra effort required to meet our mission of providing quality products to Customers, and to protectc the best interest of the Mmaraka brand. The following are usual offences that may be subject to penalties:

6.2.1. sale of counterfeit products and non-conformity to the Prohibited and Restricted Products Policy;
6.2.2. slow fulfilment of orders;
6.2.3. cancellation of orders and out of stock;
6.2.4. non-compliance with Packaging Guidelines;
6.2.5. high rate of Returns of products according to Mmaraka’s discretion;
6.2.6. breach/infringement of any applicable law and regulations.
6.3. The Penalties shall be described and instituted in accordance with the Penalty Guidelines.

7. Payment and Taxes
7.1. Mmaraka’s commission:
7.1.1. Mmaraka’s commission for services rendered shall be a calculated as a fixed percentage of the Recommended Retail Price (“RRP”) of the Product, excluding VAT. The fixed percentage shall be set out in Annexure A, attached hereto.
7.1.2. The commission percentage shall exclude VAT and VAT shall therefore be added to the commission amount on Mmaraka’s Invoices.
7.1.3. In the event that products are discounted by the Vendor, the parties agree that Mmaraka’s commission shall still be calculated on the full RRP, before any discounts or reductions are applied against the RRP.
7.2. Fulfilment fees:
The fee structure is set as follows (all in ZAR, excl. VAT):

• Fulfilment fees Delivery fee (per order) R30
• Return fee (subject to 9) R0 Optional fees (at Vendor request)
• Picture cost (per style)* R100

* Samples to be delivered to Mmaraka at Vendor’s cost and returned by Mmaraka at Mmaraka’s cost
* Should Vendor request Mmaraka to take pictures of products, the Vendor shall be entitled to use those pictures (excluding model images) for marketing the sale of their products on www.Mmaraka.co.za only. Whenever these photographs are used by the Vendor, there must be a link redirecting potential customers to those products on www.Mmaraka.co.za. The Vendor shall not be entitled to use the pictures for any other marketing purposes unless expressly agreed to by Mmaraka.
7.3. Mmaraka’s invoicing and payment to the Vendor:
7.3.1. Mmaraka shall provide the Vendor, by the 15th of every month, with:
7.3.1.1. a statement of all the Vendor’s Products sold in the preceding month, less any Products returned in that period, known as an Account Statement. The Account Statement shall include inter alia the details of the Products sold, the quantity sold, the amount the Products were sold for and the amount of VAT charged; and
7.3.1.2. a Tax Invoice for Mmaraka’s commission earned during the preceding month;
7.3.2. The Vendor shall be entitled to the total amount recorded in the Account Statement at Display Price.
7.3.3. Mmaraka shall settle the balance between the total amount due to the Vendor as per the Account Statement and Mmaraka’s Tax Invoice for commission and any other costs as agreed, within 1 month from month-end of the period described in the Account Statement.
7.3.4. The Vendor shall furnish Mmaraka with an original letterhead, with the correct bank account details and signed by an authorized signatory, which details shall act as the agreed bank account into and from which payments shall be made.
7.3.5. Mmaraka shall pay all amounts owing in terms of clause 7.3.3 into a bank account nominated by the Vendor, by electronic funds transfer.
7.3.6. It is specifically recorded that it is the Vendor’s responsibility to declare VAT on Product sales reflected in the Account Statement. For the avoidance of doubt, the parties specifically agree that Section 54(2) of the VAT Act No. 89 of 1991 is applicable. The sale of Products to Customers is deemed to be made by the Vendor and not Mmaraka. The Vendor may use the Product sale information in the Account Statement for the purposes of declaring output VAT.
7.3.7. In the event that the Customer requests an invoice for a Product sale, Mmaraka will issue an invoice on behalf of the Vendor in terms of section 54(2) as stated above.
7.3.8. Payment method may be subject to change as described in the Payment Terms Guidelines.
7.3.9. Each party shall be responsible for the settlement of its respective tax obligations which arises from any transaction in relation to this contract.