Terms and Conditions For Sellers
MARKETPLACE: TERMS AND CONDITIONS
WELCOME TO NH MALL
- INTRODUCTION: These terms and conditions set out how you may use our services to sell your products through our website. As a seller, you have to register a vendor account to enable you create a store through which you can sell your products. Our Services may be amended from time to time by us.
- WORDS USED IN THESE TERMS AND CONDITIONS: Capitalized terms or terms in bold have the meanings given to them in these Terms and Conditions. Seller or Vendor, shall mean either you, as an individual if using the services on behalf of yourself, or the business employing you as its representative (if registering for or using a service as (or part of) a business or any of your Affiliates or collectively as the context requires)) who permits to create a Seller account and/or register on the Site. The Seller agrees to be bound by and comply with these Terms and Conditions.
In these Terms and Conditions, the words NH Mall, we or us or our means, as applicable, each of or all of the NH Mall Contracting Party(ies) or any of its Affiliates. The term “Affiliate” means, with respect to any entity, any other entity or Person that directly or indirectly controls, is controlled by, or is under common control with that entity. A “Person” means any individual, corporation, partnership, limited liability Company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
- CREATING A SELLER ACCOUNT: Use of the NH Mall Website is available only to persons who can form legally binding contracts under Nigerian governing laws. If you are a minor i.e. under the age of 18 years, you shall not register as a member of NH Mall.com and shall not transact or use NH Mall.com website.
- PASSWORDS: If you choose, or you are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with these Terms and Conditions) and you are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. We have the right to disable any user identification name or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of these Terms and Conditions.
- COMMUNICATION: When you use the Website or send emails or other data, information or communication to NH Mall.com, You agree and understand that you are communicating with NH Mall.com through electronic records and you consent to receive communications via electronic records from NH Mall periodically. NH Mall.com may communicate with you by email or by such other mode of communication, electronic or otherwise.
- SELLER’S DUTIES: You may only use the Site for lawful purposes and in a lawful manner. You must comply with all Applicable Laws of the Federal Republic of Nigeria. You must ensure that your Products correspond to the images uploaded to the Site and information supplied to us. It is your duty not to place any misleading advertisement or information about your Products or a brand on the Site. If you are found to be in breach of these Terms and Conditions, you must accept return of Products and you may become liable to us under these Terms and Conditions.
Products that we consider are potentially harmful (including, for example, to the health and safety of individuals) may require you to provide additional warranties to us to continue to allow their sale via the Site. Specific Applicable Laws of the Federal Republic of Nigeria governing such products may apply to the sale of such Products and it is your responsibility to adhere to such laws. Liabilities incurred for not following relevant health and safety requirements and/or selling Products which are harmful to individuals or any Persons property will be at your sole risk and cost. We reserve the right to reject Products that fall under prohibited item list as stated by the Nigeria Law, as amended from time to time. Products offered for sale on the Site must comply with all laws and regulations and with NH Mall policies and protocols as may be specified on the Site and updated from time to time. The sale of illegal, unsafe, or other restricted products listed on these pages, including products available only by prescription, is strictly prohibited. Prior to listing or requesting us to list the Products on the Site, you should carefully review the relevant guidance pages available on the Site. The examples provided in Help pages are not all-inclusive and are provided solely as an informational guide. We encourage you to seek independent legal advice if you have questions about the laws and regulations concerning your Products.
- SALES AND FULFILMENT: Other than where we agree to provide Our Services to you in accordance with Other Service Terms (and then only in accordance with and to the extent set out in such Other Service Terms), for any of Our Services that you apply to use or use (and which we agree to provide), you will:
- ensure that your Products do not cause any personal injury or damage to property;
- provide to NH Mall (on request) an updated copy of your trade license (if you are a corporate Person) or a copy of your passport or national ID (if you are a natural Person);
- provide the required warranties and maintenance for the purchased Products in accordance with market practices, NH Mall guidelines and protocols, and Applicable Law(s);
- remain responsible for after-sales services, guarantees, warranties, maintenance, and any defects that may arise for or in respect of your Products including where required in accordance with Applicable Law (which you may ask us to provide on your behalf);
- source, offer, sell and fulfil your Products, in each case in accordance with the terms of the applicable order and shipping information (with respect to any of your Products ordered through the Site), these Terms and Conditions, and all terms provided by you (with our agreement) or us and displayed on the Site at the time of the order and be solely responsible for and bear all risk for those activities;
- fulfil your Products using one of our authorised third party courier companies (which shall be notified to you using the details provided through your Seller account);
- package each of your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements as provided subject to the Other Services Terms, at your own expense or your customer’s expense (as agreed with us) ship each of your Products on or before either: (i) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for your Product; or (ii) if you do not specify shipping availability information in such inventory/product data feed or that your Product is in a product category that NH Mall designates as requiring shipment within, three business days after the date on which the relevant order is placed by the customer and you acknowledge and agree that we reserve the right to charge for any loss suffered or incurred by us for: (i) your delays in delivery against agreed timelines; or (ii) cancellation of a confirmed order placed by a customer;
- retrieve the order information and shipping information with respect to any of your Products ordered through the Site in order to comply with your obligations according to these Terms and Conditions;
- only cancel any sale of your Product(s) through the Site as permitted pursuant to guideline and policies issued by us and in force at the time of the applicable order or as may be required under these Terms and Conditions;
- fulfil your Products (except to the extent prohibited by Applicable Law or these Terms and Conditions);
- provide to NH Mall information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, of which we may make any of this information publicly available;
- comply with all instructions, if any, specified by the manufacturer, distributor, and/or licensor of a Product specifying the date before which specified information for such Product (e.g., title of a book) should not be disclosed publicly, or such Product should not be delivered or otherwise made available to customers;
- be the Seller of each of your Products and not act on behalf of any other Person (in any capacity);
- include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of your Products;
- identify yourself as the Seller of each of your Products on all packing slips or other information included or provided in connection with your Products and as the Person to which a customer may return the applicable product; and
- except as expressly permitted by these Terms and Conditions, not contact customers (whether by telephone, email or other communication method) confirming orders or fulfilment of your Products or for any other reason.
- OUR POLICIES: The Terms and Conditions are applicable to all activities or transactions made on or via the Site. If NH Mall is notified by a Seller or a third party brand owner, or via a court, administrative or government order that Products or any part thereof violates, in accordance with Applicable Laws, the Intellectual Property Rights (IPRs) (which means without limitation (i) copyright, patents, database rights and rights in trademarks, designs, know-how domain name, moral right, trade secret right, or any other intellectual property right arising under any Applicable Laws and all ancillary and related rights and confidential information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other IPRs and equivalent or similar forms of protection existing anywhere in the world and causes of action for violation, misappropriation or infringement of any of the foregoing) of any third party or any other rights of any third party or any Applicable Laws, we may remove such Products from the Site at our sole discretion or request removal of such Products by the Seller within a reasonable timeframe notified in writing or through the Seller account. Seller acknowledges that NH Mall may from time to time introduce and implement new business rules, and customer care guidelines. Additionally, we are under no obligation to provide any information, material or document back to you, either before or after termination of these Terms and Conditions or cancelation of a Seller account.
- FEES AND PAYMENTS: Except as provided otherwise, our fees for Our Services are set out on the Site https://www.northernhibiscus.com/mall/sellerfees or as illustrated through the Seller’s account, as may be updated from time to time. Seller is responsible for payment of taxes in connection with Products (including withholding costs and any interest or penalty payments that may be imposed by any competent authority for late or non-payment of such taxes, in each case in accordance with any Applicable Laws). Except as provided otherwise, all amounts contemplated by these Terms and Conditions will be expressed and displayed in the currency set out on the Site or referenced through the Seller’s account and all payments contemplated by these Terms and Conditions will be made currency set out on the Site or referenced through the Seller’s account
All fees payable by Seller under these Terms and Conditions are exclusive of applicable taxes and duties, including, without limitation VAT, sales and similar transaction taxes, excise taxes and gross receipts taxes (“Indirect Taxes”).
Shipment charges incurred by NH Mall in relation to Seller or a customer if any will be deducted by NH Mall before releasing payment during the relevant month. We will use reasonable endeavours to ensure that the cost of each item minus our fee as set out on the Site will be released to Seller’s account on the Site in accordance with the relevant payment terms set out on the Sites after successful Product delivery, and in any event not later than fifteen days after delivery. This period will always be subject to any customer dispute or dispute resolution time. Thereafter, Sellers can transfer such balance to his/her bank account at any time. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to us, subject to chargeback or reversal or amounts withheld for anticipated claims in accordance with these Terms and Conditions. The parties shall endeavour to resolve all and any payment conflicts amicably, and in the absence of an acceptable resolution, the parties will refer the conflict in accordance with clause
Notwithstanding any other provision of these Terms and Conditions and without prejudice to NH Mall’s other rights and remedies, Seller indemnifies NH Mall for all loss (including to the extent that any loss is direct or indirect and/or relates to or includes any costs of investigation or professional fees or expenses) incurred or suffered (a) if the Seller’s Product is found counterfeit or refurbished or not to be original; or (b) any other type of fraudulent conduct is identified on the part of Seller.
- DECLARATION OF OWNERSHIP OF GOODS
The Merchant Depositor hereby declares that he is the rightful owner and/or has lawful possession of the Goods tendered to NH Mall Online Shopping Ltd for storage. Merchant further declares that it has sole legal rights to store Goods tendered, to release Goods, and to instruct NH Mall regarding delivery or disposition of the Goods. Merchant Depositor agrees to notify all parties acquiring any interest in the Goods of the terms and conditions of NH Mall as contained herein and also agrees to indemnify and hold NH Mall harmless from any claim by third parties relating to the ownership, storage, handling or delivery of Goods, or from any other services provided by NH Mall under this Terms and Conditions. Such indemnification shall include any Attorney fees or costs incurred directly or indirectly due to any claim by a third party, regardless of whether or not litigation is actually filed in a court of law.
- RETURNS: Seller undertakes to comply with our return and refund policy as referred to on the Site at https://northernhibiscus.com/mall/returnpolicy at its sole cost, whereby Products sold on the Site are subject to a return and refund in the applicable return and refund period starting from the date of delivery of the Products to the customer. The return policy shall apply as long as the Products are in the original packaging and are returned to the Seller in the original condition in which they were purchased and received. In accordance with the policy, our customer support team will arrange return to Seller by arranging a courier pick-up and return to the Seller, at which point, a full refund will be made by Seller to the relevant customer. Subject to the provisions of this clause, Seller must always accept return of a Product. In the event of a return which is not based on any alleged breach of Seller’s obligations, NH Mall will not levy any costs or penalty (unless expressly stated otherwise in these Terms and Conditions). We shall return the Products to your designated shipping address. If (to the extent that we are arranging the return) (a) the designated shipping address we have for you is out-dated or incorrect, (b) you have not provided a designated shipping address, or (c) we cannot make arrangements for you to pay for the return shipment, then the Product(s) will be deemed abandoned and we, to the extent permitted by Applicable Laws, may elect to dispose of them. You will reimburse us for all costs and expenses we incur in connection with the storage, and return or disposal of any Products. We, if we so elect, may dispose of any Products (and you will be deemed to have consented to our action) immediately if we determine in our sole discretion that such Products create a safety, health, or liability risk to NH Mall, our personnel, or any third party. To the extent that we elect to dispose of any such Products, title to each such disposed Product(s) will transfer to us at no cost, as necessary for us to dispose of the Product(s), and we will retain all proceeds, if any, received from the disposal.
Except for any of your Products fulfilled according to Other Service Terms, you will promptly accept and process cancellations, returns, refunds, and adjustments in accordance with the return and refund policies published on the Site and applicable to Products and Our Services offered via the Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with any sale of your Product(s) through the relevant NH Mall Contracting Party via the Site. We will make any payments to customers in the manner we determine, and you will reimburse us for any amounts we pay (or we may deduct such amounts through your Seller account).
- DELIVERY ERRORS AND NON-CONFORMITIES: You are solely responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of your Products, except to the extent caused by: (a) credit card fraud (and where we are responsible for such fraud); or (b) our failure to make available to you (with respect to any of your Products ordered through the Site), the order information and shipping information as it was received by us or resulting from address verification.
- INTELLECTUAL PROPERTY: NH Mall has the right to and you license NH Mall to use, copy, distribute, modify and disclose to third parties any content, trademarks, materials or product images that you upload on the Site (and Seller warrants that it is entitled to grant that licence). This license you grant to us is royalty-free, nonexclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Seller’s Materials, and to sublicense these rights to the Affiliates of NH Mall; provided, however, that we will not alter any of Seller’s trademarks from the form provided by Seller (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Seller’s removal requests as to specific uses of Seller’s trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Our Service (as applicable)). Nothing in these Terms and Conditions will prevent or impair NH Mall’s right to use Seller’s Materials without your consent to the extent that such use is allowable without a license from Seller or its Affiliates under Applicable Law. We do not grant any license to you except solely as is strictly necessary for you to use Our Services that we agree to provide to you. “Materials” means all technology, trademarks, content, product information, data, materials, and other items or information provided or made available by you or your Affiliates to NH Mall or its Affiliates.
- CHANGES, UPDATES AND UPGRADES: NH Mall reserves the right to change these Terms and Conditions at any time and in its sole discretion. Any changes will be effective upon the earlier of: posting of the revisions on the Site and/or notification to you (including by email, or through your Seller account), without any further notice to you. You are responsible for reviewing any applicable changes. Your continued use of the Site (which may be illustrated through your accessing of your Seller account) and Our Services following our posting of any changes, notification and/or ‘click through’ acceptance will constitute your acceptance of such changes. If you do not agree to any change to these Terms and Conditions, you must not continue to use the Site or Our Services. The Seller agrees that no terms of business that it produces or sends to NH Mall shall have any legal force or effect. Whilst NH Mall endeavours to keep the Site safe and secure, we cannot guarantee the continuous operation or access to the Site. Seller acknowledges that NH Mall may, from time to time, upgrade features of the Site and or certain aspects of Our Services that it provides to its customers generally. In order for Seller to benefit from any such upgrade, NH Mall may make changes to the provision of any of Our Services and the procedures by which Seller receives any of Our Services. NH Mall may also, from time to time change any of Our Services to the extent required to comply with any change in Applicable Laws
- NH MALL’S LIABILITY: The Site and any of Our Services provided through it, or any functionality used or relied on, including all content, software, functions, materials, and information made available on or provided in connection with Our Services, are provided “as-is.” Each NH Mall entity or Person is severally liable for its own obligations under these Terms and Conditions and is not jointly liable for the obligations of any other NH Mall entity or Person under these Terms and Conditions. As a user of the Site, Seller uses the Site and Our Services provided to Seller at its own risk. To the fullest extent permissible by law, NH Mall and its Affiliates disclaim: (i) any representations or warranties regarding these Terms and Conditions, any of Our Services or the transactions contemplated by these Terms and Conditions, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. NH Mall does not warrant that the functions contained in the Site and Our Services will meet Seller’s requirements or be available, timely, secure, uninterrupted, or error free, and NH Mall will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions. NH Mall is not involved in transactions between customers and Sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases NH Mall and its affiliates (and their agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Our liability arising out of or in connection with these Terms and Conditions or the transactions contemplated, whether in contract, warranty, tort (including negligence, product liability, or other theory) to Seller or any other Person for cost of cover, recovery or recoupment of any investment made by Seller or its Affiliates in connection with these Terms and Conditions, or for any loss of profit, revenue, business or data or punitive or consequential damages arising out of or relating to these Terms and Conditions, even if NH Mall or its Affiliates have been advised of the possibility of those costs or damage, shall not exceed in aggregate an amount equal to the amounts during the prior six-month period paid to Seller in connection with the particular service giving rise to the claim immediately preceding the event giving rise to the liability.
- SELLER’S RELEASE AND INDEMNITY: Seller agrees to indemnify, defend and hold harmless NH Mall against and from any third party claims (including reasonable legal or arbitration costs) arising from:
- any breach or default on the part of the merchant of any obligations
- negligent act or omission of merchant; or
- willful violation of the law, wrong description and price of products advertised; or
- an offence committed by merchant,
- provision of fake, inferior or substandard products that have been sold as genuine;
- provision of used, refurbished or damaged products that has been sold as new or unused;
- Listing and selling products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC,SON etc);
- Fails to meet the Quality of Service Standards (QoS) as defined in the SellerHQ ratings 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.
- MITIGATION OF LOSS: Except in relation to any Claim or action for non-payment of the fees, each party shall take all reasonable steps to mitigate the loss and damage it incurs in relation to any Claim or action (whether for negligence, breach of contract, misrepresentation, under any indemnity or otherwise) which it brings against the other.
- INSURANCE: NH Mall is not liable for your goods insurance
- CONFIDENTIALITY: The Seller and NH Mall 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 NH Mall. Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without NH Mall’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.
- DISCLOSURE OF INFORMATION: NH Mall reserves the right to report any activity that either it suspects violates any Applicable Law to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect NH Mall and its customers, or to ensure the integrity and operation of NH Mall’s business and systems, NH Mall may access and disclose any information it considers necessary or appropriate, including but not limited to Seller account details, contact details, IP address and traffic information, usage history, and posted content. Both NH Mall and Seller each shall protect customer data as per their respective policies and the Applicable Laws.
- TERM AND TERMINATION: These Terms and Conditions shall commence on the date on which your account is created or a written contract is signed with us, and shall continue unless and until terminated by us or you. NH Mall may terminate these Terms and Conditions in full or in any part at any time at its sole discretion although NH Mall shall try to give fifteen days’ notice to Sellers. Upon termination, your Seller account shall cease to be accessible. No termination of these Terms and Conditions (howsoever occasioned) shall: (i) affect any accrued rights or liabilities of either party; (ii) affect the coming into force or the continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into force or continue in force on or after termination; or (iii) require a court or judicial order. To the extent relevant, Seller shall immediately return to NH Mall all property (including without limitation, Confidential Information and all material related to any customers) that it has received from NH Mall in connection with the performance of its obligations.
- SUSPENSION OF SERVICES: NH Mall may suspend performance of Our Services or access to a Seller account without liability where we have identified an actual or potential personal, financial or legal risk to the customer (which may include the following circumstances: (i) if Seller breaches these Terms and Conditions or any of our policies; (ii) if Seller fails to reasonably cooperate with an investigation by NH Mall; (iii) where NH Mall reasonably believes that its continued provision of any of Our Services would expose Seller or NH Mall or their respective affiliates or customers to a material security risk or a regulatory action; or (iv) Seller’s performance does not meet NH Mall’s reasonable projections).
- FORCE MAJEURE: We will not be liable for any delay or failure to perform any of our obligations under these Terms and Conditions by reasons, events or other matters beyond our reasonable control.
- GOVERNING LAW: his 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.
- Right to Sue: All Sellers hereby agree and accept that NH Mall has the right to sue any seller 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), National Agency for Food and Drug Administration Control (NAFDAC)) or any of the laws of Nigeria which deems the act of the merchant criminal and intolerable.
- Copyright and Infringement Trademark: NH Mall respects all copyright and trademarks of others. As a Seller on our website you must in turn respect these rights. NH Mall will immediately terminate or suspend a seller who infringes another’s trademark or copyright.
- 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; NH Mall 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, 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 NH Mall and its subcontractors or expose them to undue risk or otherwise engage in activities that NH Mall, in its sole discretion, determines to be harmful to NH Mall’s affiliates, operations, reputation, or goodwill.
– Sellers must not post or display any materials that exploits or otherwise exploits children under age of 18 years.
– Sellers must not conduct activities such as gambling, sweepstakes, raffles and lotteries.
- GOVERNING LAW AND JURISDICTION: This Terms and Conditions and the legal relationship between the parties hereto shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. In the event of any dispute or disagreement, both parties agree to first of all attempt to settle the matter amicably, if the matter cannot be settled within 14 days both parties agree to settle the dispute by adopting an Alternative Dispute Resolution medium i.e. Mediation.
ANY SPECIAL AGREEMENT OUTSIDE THESE TERMS AND CONDITIONS MUST HAVE BEEN SIGNED OFF BY “THE CEO, NOTHERN HIBISCUS & CO