Gadol Marketing Services Limited, a company duly incorporated in Nigeria, having its address at ----------- Lagos(hereinafter referred to as “Gadol” which expression shall wherever the context so admits, include its assigns and successors-in-title) of the first part
All registered merchants on Gadol and or companies duly incorporated in Nigeria and having its registered office in Nigeria (hereinafter referred to as “The Merchant” which expression shall wherever the context so admits, include its assigns and successors-in-title) of the other part
As a show of commitment to Nigeria and Nigerian entrepreneurs, Gadol Marketing Services Limited (“Gadol”), one of Nigeria’s leading online marketplace opened up its hub to Nigerian businesses to enable merchants sell their products, giving instant nationwide access to their products and Merchants can also enjoy all the benefits that come with having an online store by being able to sell their products to customers all over Nigeria through Gadol’s website (“Gadolng.com”).
Gadol has represented that Merchants that sign up to Gadol’s Storefront will have a free microsite provided for them, and Gadol will provide additional value-added services, including but not limited to marketing, customer service and logistics partnerships to cater for customers in all 36 states in Nigeria as well as Abuja.
Gadol has also represented that it will also provide dedicated account managers to all merchants to enable them to increase their sales quickly and provide convenient payment terms for the proceeds of the merchant’s sales.
Gadol offers its customers both prepaid and pay-on-delivery payment options for goods purchased.
The Merchant is desirous of availing itself of the services offered by Gadol
WHEREBY IT IS AGREED AS FOLLOWS:-
In consideration of the mutual covenants set forth in this Agreement, the Merchant and Gadol Marketing Services Limited (jointly referred to as “Parties” and individually as a “Party”) hereby agree as follows:
The Seller agrees to compensate Gadol for the services rendered as listed in section 2 below (“Services”).
Delivery of Services
2.1Gadol will use reasonable diligence in rendering the Services offered to the Merchant, which include the following:
Online storefront tailored to the Merchant with payment gateway on Gadolng.com;
Access to a dedicated account officer and other account management services;
Access to logistics partners;
Provision of analytic;
Merchant Services Helpline Number (Mon – Fri; 08:00 – 17:00)
E-marketing, and other marketing services as available and appropriate.
2.2Gadol may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Merchant will be informed before provision of the said services.
2.3Gadol reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.
3.Provision of Goods & Services by the Merchant
The Merchant agrees to use reasonable diligence in providing Gadol with genuine products and services, up-to-date product quantity information and accurate product information.
4.1For all of the Services provided by Gadol under this Agreement, the Merchant shall compensate Gadol, with commissions or other payments as agreed, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all Merchants; or agreed in advance between both parties, or detailed elsewhere on the gadolng.com website.
4.2 Gadol will from time to time review the category commission structure and will notify the Merchant of any changes by communicating directly to Merchant, or publishing same on Gadolng.com’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place.
4.3Gadol will remit payments for sales generated by the Merchant on its platform less the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.
The Merchant and Gadol acknowledge and agree that the scope of work and all other documents and information relating to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of Gadol; the Merchant shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Gadol’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.
6.1Gadol shall be deemed as an independent contractor.
6.2Gadol will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement.
6.3The Merchant will not withhold or pay any income tax, social security tax, or any other payroll taxes on Gadol’s behalf.
6.4Gadol is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Merchant.
6.5Gadol understands that it will not be entitled to any fringe benefits that the Merchant provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.
7.1 The Merchant warrants that everything it gives Gadol to use in the delivery of the Services or any deliverable is legally owned or licensed to the Merchant and the Merchant agrees to indemnify and hold Gadol, its employees and associates harmless from any and all claims brought in the performance of the Services.
8.1Either 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.
8.2In any other case, either party may terminate this agreement by giving to the other party three (3) prior notice in writing.
Eviction From Gadolng.com
9.1Gadolng.com has the right to evict the Merchant from Gadolng.com if any, or a combination, of the following breaches are committed:
a. Fails to make a product that has been sold on Gadolng.com available for delivery within three (3) business days after it was supposed to be available for delivery; b. Provides fake, inferior or substandard products that have been presented and sold as genuine; c. Provides used, refurbished or damaged products that have been sold as new or unused;
d. Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC etc); e. Fails to meet the Quality Of Service Standards as defined by Gadol (details on request); f. 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; g. Engages in any activity that brings Gadol, or any of Gadol’s partners or other Gadol’s vendors into disrepute.
9.2 Gadol reserves the right to alter these Quality of Service rules and apply its ‘Rules on Counterfeit, Refurbished and Unauthorised Products’ at any time, and in the event of any changes, Gadol will inform the Merchant in writing or by publishing the same on Gadolng.com. Gadol will send a formal warning to the Merchant after each incident and take any action it may deem necessary in the circumstance.
The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if it 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.
Each and every dispute arising from or in connection with this Agreement shall be finally resolved in accordance with the provisions of the Arbitration and conciliation Act of Nigeria by an arbitrator agreed on by the Parties and where they fail to agree, each party shall nominate an arbitrator and the two shall then nominate the third arbitrator who shall be the chairman. The arbitration shall be held in Lagos in English. The ruling of the arbitrator shall be final and shall bind the Parties.
Nigerian Law shall govern the validity, construction and performance of this Agreement.
This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.
Alteration & Amendment
Gadol reserves the right to alter these terms and conditions at any point without notice, by updating the content of the agreement, PROVIDED that the Merchant shall be duly notified thereafter.
Having registered as a seller or merchant on Gadol it is assume you have read and accepted the terms and conditions contained in this agreement.