Vendor Agreement


    1.1. Somotex (K) Limited (“Somotex” or “we” or “our” or “us”) operates an ecommerce platform consisting of a website (“”) and mobile
    application (hereinafter together defined as the “Platform”), together with
    supporting logistics and payment infrastructure, for the sale and purchase of
    consumer electronics in Kenya.
    1.2. These terms and conditions (“Terms and Conditions”) constitute a legal
    agreement between you (the “Seller” or “You” or “Your”) and Somotex as they
    relate to your use of the Platform and sets out the rights and obligations of the
    parties in relation to the use of the Platform.
    2.1. By registering on the Platform as a seller, You accept these Terms and
    Conditions, and the general terms and conditions of the Platform; as may be
    amended from time to time with notice to You, and which form an integral part of
    the terms and conditions upon which You may use the Platform.
    2.2. We will ask You to expressly agree to these Terms and Conditions, the general
    terms and conditions of the Platform, and our policies and guidelines. If You do
    not agree to the Terms and Conditions the general terms and conditions of the
    Platform, and our policies and guidelines, access to the marketplace will be
    The Parties have thus agreed to enter this Agreement in good faith and based on the
    terms and conditions hereunder set out.

    3.1. Sellers who apply to use the Platform are required to meet the following
    3.1.1. The Seller is responsible for setting the prices of its products listed on The price must include all relevant taxes and abide by
    any pricing law in effect for the full duration of the listing. The Seller
    ensures that every effort is being made to limit the number of disputes
    over its products regarding quality and prices.
    4.1. Electromart will provide all registered sellers with access to a seller portal – Seller
    Centre. You shall be solely responsible for your store, listings and products.
    4.2. You shall conduct your business on the Platform:
    4.2.1. with skill and care, and by co-operating with and acting in good faith
    towards Electromart and all customers;
    4.2.2. in compliance with all the Terms and Conditions, the general terms and
    conditions of the Platform, and Somotex policies and guidelines as
    published on the Platform from time to time;
    4.2.3. in accordance with ethical business practices and industry best practice;
    4.2.4. in compliance with all applicable laws in force from time to time.
    4.3. Without prejudice to our other rights, we reserve the right to reject, unpublish
    and/or delete any Seller Centre account that breaches these Terms and
    Conditions, the general terms and conditions of the Platform, and Somotex
    policies and guidelines.
    5.1. You shall be responsible for listing your products on the Platform by uploading to
    the Seller Centre a completed product page which shall include prices, detailed
    information about the product, specifications and images in respect of each
    5.2. You may not publish more than one listing in respect of one product.
    5.3. You agree to be solely responsible for all listings submitted to the Platform and
    You agree that all listings must:
    5.3.1. constitute bona fide listings relating to products that comply with the
    categories and rules set out in section 4;
    5.3.2. comply with the rules on content in the general terms and conditions of
    the Platform; and
    5.3.3. include all such information, specifications and guidelines as may be
    required pursuant to all applicable laws and regulations, including in
    respect of consumer protection.
    5.4. Listings that are submitted may be individually reviewed and approved, at
    Somotex’s discretion, before they are published on the Platform, and You
    acknowledge and agree there may be a lead time between submission of the
    listing to the Seller Centre and the publishing of the listing on the Platform due to
    time required for Somotex’s quality control operations.
    5.5. Without prejudice to our other rights, we reserve the right to reject, unpublish
    and/or delete any listings that breach these Terms and Conditions, the general
    terms and conditions of the Platform, and Somotex policies and guidelines.
    5.6. You acknowledge and agree that:
    5.6.1. notwithstanding that we may approve any listings, You shall be fully
    responsible for the same; and
    5.6.2. we reserve the right to impose penalties for breach of this section,
    without prejudice to our other rights.
    5.7. 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.
    6.1. The only products that may be the subject of a listing on the Platform are products
    falling within the product categories specified on the Platform.
    6.2. You must not advertise, buy, sell or supply through the Platform any product that:
    6.2.1. breaches any laws or regulations, or 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
    6.2.2. consists of or contains material that would, if published on the Platform
    by You, contravene the rules on content in the general terms and
    conditions of the Platform, and Somotex policies and guidelines; or
    6.2.3. relates to: drugs, alcohol, narcotics, steroids or controlled substances;
    pornography; obscene, indecent or sexually explicit materials; swords,
    firearms or other weapons and ammunition for any weapon;
    6.2.4. uses deceptive, unfair, or misleading advertising or marketing practices,
    or has products or services with unsubstantiated claims; hazardous
    materials, combustibles, corrosives; moneymaking schemes e.g. matrix,
    multi-level marketing, pyramid schemes; online betting and gambling or
    items that are otherwise prohibited under any applicable law.
    6.3. You hereby agree to indemnify and keep indemnified Somotex on a full and
    unqualified basis against all actions, claims or proceedings or loss, damage,
    cost or expense suffered or incurred by Somotex as a result of Your breach of
    the terms stipulated in clause 6.2 above.
    6.4. We operate a zero-tolerance approach to counterfeit products and any attempt
    to sell counterfeit products on the Platform, or other breach of our [AntiCounterfeit Policy] may result in the penalties, legal remedies or equitable
    remedies specified in the [Seller Penalty Policy] which include financial penalties,
    permanently prohibiting You from accessing the Platform, and potentially in
    6.5. Promptly, following receipt of a written request from us, You must supply to us
    any information and documentation that we may reasonably request in order to
    verify the authenticity of products.

    7.1. All prices of products shall be stated inclusive of VAT and any other tax
    applicable to the transaction and in Kenyan currency.
    7.2. You shall be solely responsible for setting the price of your products on the
    Platform, which may be amended through the Seller Centre from time to time,
    including for the purpose of any seasonal or other discounts.
    7.3. The pricing of your products shall comply with all applicable laws, including
    competition laws.
    8.1. Upon receipt of a confirmation of sale from Somotex, You shall:
    8.1.1. process the order by packing and labelling the product(s) in accordance
    with the [Packaging Guidelines]; and
    8.1.2. deliver the products to our drop off point in accordance with the timelines,
    opening hours and procedures specified in the [Delivery Guidelines].
    8.2. Section 8.1. 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
    [Packaging Guidelines or the Delivery Guidelines].
    8.3. 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 at sections 5 and 6 above.
    8.4. 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 Somotex and delivered to the buyer.
    Upon delivery to the buyer, ownership of the products shall vest in the buyer.
    8.5. 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 8 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 of the Platform.
    8.6. Without prejudice to all our legal 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 8.6 shall
    be stated in the [Seller Penalty Policy].
    It is expressly agreed between the parties that each party shall retain all interest,
    right, and title in their respective trademarks, logos or any other form of
    intellectual property and that nothing contained in these Terms and Conditions,
    nor the use of the intellectual property on the advertising, publicity, promotional
    or other material in relation to the Platform shall be construed as giving to any
    party any interest, right, and title of any nature whatsoever to any of the other
    party’s intellectual property.
    10.1.The Seller represents and warrants that:
    a. it has the power to authorize the sale and/or display of its products online
    on the Platform;
    b. all product information, data, images, and/or intellectual property provided
    by the Seller complies with all applicable laws; are accurate and that all
    claims contained therein have been substantiated; and have been cleared
    for the uses contemplated hereunder; and
    c. it has secured all clearances, permissions, approvals, authorizations, rights
    and licenses necessary for the use or display of all product information,
    data, images, and/or intellectual property provided to Somotex.
    11.1.We shall charge You a commission in respect of each sale made on the Platform
    and fees in respect of all Platform services and any value-added services, as
    further particularized in the commissions and fees page of Seller Centre or the
    relevant value-added service agreement.
    11.2.In case of promotion funded by Somotex, commission may be calculated based
    on the selling price, being the price set by the Seller at the time of the order.
    11.3.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.
    11.4.We may vary commissions and/or fees from time to time, with prior notice to You,
    and by updating the commissions and fees page of the Seller Centre. 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.
    12.1.All amounts stated on the Platform are stated inclusive of VAT and any other
    taxes applicable to the transaction. The Seller acknowledges that:
    12.1.1. commissions shall be calculated as a percentage of the selling price
    (being the price set by the Seller at the time of the order) inclusive of VAT
    and any other taxes charged to the buyer;
    12.1.2. commissions are inclusive of VAT and all other taxes thereon; and
    12.1.3. 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 Somotex’s net revenues remain constant. The
    Seller may, in its discretion, revise prices accordingly.
    12.2.The Seller shall be exclusively liable in respect of all taxes applicable to the
    transactions entered into on the Platform with buyers, including VAT, and shall
    therefore be responsible for the reporting, filing and payment of the same.
    12.3.In the event any transaction consists of the importation of products for delivery
    to the buyer and such transaction may result in the 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.
    12.4.If a competent tax authority determine that Somotex is liable for payment of any
    taxes (including stamp, excise or customs duties) in respect of the transactions,
    You hereby indemnify and hold harmless Somotex 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.
    12.5. Promptly following receipt of a written request from us, You must supply to us
    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.
    13.1.We shall collect payments from buyers in respect of each product purchased
    from the Platform, 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.
    13.2.We shall remit the proceeds of sale of the products, after all deductions pursuant
    to section 14.1 above, to You in Kenyan currency and using such payment
    mechanism as we may notify to You from time to time in accordance with our
    13.3.Evidence of payment to your nominated account shall constitute conclusive
    evidence of payment and receipt.
    13.4.You shall be entirely responsible for ensuring that the account details that You
    upload to the Seller Centre 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.
    13.5.We shall provide You with an account statement, via the Seller Center, which
    shall include details of all proceeds of sale of the products, deductions and
    13.6.Subject to the applicable laws of the territory where the product is purchased, we
    may at any time set off any amount that You owe to us against any amount that
    we owe to You, by sending You written notice of the set-off. For the avoidance
    of any doubt, the account statement in the Seller Centre shall serve as such
    notice of set-off.
    13.7.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):
    13.7.1. You shall pay the amounts You owe to us by such payment method as
    we may request; and
    13.7.2. 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.
    13.8.We may delay or suspend payment to You in the event of investigation of a
    potential fraud or other breach of these Terms and Conditions.
    13.9. In the event that the Seller disputes any transaction or statement of account it
    must report its claim to Somotex within one (1) month of the date of the relevant
    transaction, failing which such claim shall be deemed to be waived.
    14.1.If we reasonably determine that You have breached these Terms and Conditions,
    the general terms and conditions of the Platform, and Somotex’s policies and
    guidelines, we may:
    14.1.1. send You one or more formal warnings;
    14.1.2. suspend, prohibit or block your access to the Platform as provided in
    the general terms and conditions of the Platform;
    14.1.3. apply penalties for breach as provided in our [Seller Penalty Policy];
    14.1.4. commence legal action against You, whether for breach of contract or
    14.2.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.
    14.3.The consequences of breach provided at section 15.1. above shall also apply if:
    You fail to satisfy a minimum level of operational performance in order to provide
    a satisfactory buyer experience on the Platform; or if You receive negative ratings
    and reviews.
    15.1.Either party can terminate this agreement upon 30 days’ written notice to the
    other party for any reason.
    15.2.Somotex may stop the Seller from using the Platform immediately in any of the
    following instances:
    15.2.1. The Seller provides false qualification documents, expired documents,
    or conceals important information about the seller’s business changes;
    15.2.2. The Seller’s product prices, specifications, and other information are
    incorrectly marked, leading to related penalties and disputes;
    15.2.3. The Seller’s product quality and labelling are not up to standard, or the
    product is suspected of smuggling, counterfeiting, used goods, or
    repaired products;
    15.2.4. The Seller sells unauthorized brand goods;
    15.2.5. The Seller has not logged into the Seller Centre account for more than
    one month; or
    15.2.6. Other violations of the laws and regulations of the Republic of Kenya,
    these Terms and Conditions and other violations that Somotex believes
    to infringe the rights and interests of its consumers.
    16.1.Notwithstanding anything to the contrary in these Terms and Conditions, the
    Seller shall indemnify, defend, and hold harmless Somotex, its parents, affiliates,
    subsidiaries, officers, managers, partners, employees, and agents from and
    against any and all claims, lawsuits, judgements, losses, civil penalties, liabilities,
    damages, costs, and expenses, including reasonable attorney’s fees and court
    costs, arising out of or related to any:
    a) alleged defect in or injury from Seller’s products;
    b) alleged failure of the Seller or Seller’s products to comply with these Terms
    and Conditions or any laws, regulations, warranties, guarantees, or
    representations of the Seller;
    c) allegations concerning Seller content;
    d) negligent or grossly negligent action, inaction, omission or intentional
    misconduct of the Seller; and/or
    e) infringement of any intellectual property rights or use of or infringement
    upon any intellectual property right of a third party because of any Seller’s
    product listed on the Platform.
    You shall maintain in force a policy of insurance with an appropriate level of
    coverage in respect of your liabilities under these Terms and Conditions. A copy
    of the said policy shall be provided to Somotex upon its request.
    18.1.Information and documents concerning the conduct of business pursuant to
    these 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 Somotex’s confidential
    information for any purpose other than to perform your obligations under these
    Terms and Conditions and You shall not disclose Somotex’s confidential
    information without our prior written consent.
    18.2.Sellers may not send any advertising or promotional communications to buyers
    on the Platform without the prior written consent of Somotex and shall be directly
    responsible to the Platform users for any misuse of their personal data.
    18.3.If Somotex is sued, fined, or otherwise incurs expenses as a result of the Seller’s
    handling of personal data obtained through the Platform contrary to applicable
    laws, the Seller shall indemnify Somotex in respect of the same.
    19.1.These Terms and Conditions shall be governed by and construed in accordance
    with the laws of Kenya.
    19.2.In respect of Sellers operating across multiple marketplaces operated by
    Somotex affiliates, each transaction shall be subject to the governing laws and
    jurisdiction of the territory of the marketplace on which the transaction took place.
    19.3.We will ask for your express agreement to any revisions of these Terms and
    Conditions the general terms and conditions of the Platform 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 Platform.
    19.4.These Terms and Conditions, the general terms and conditions of the Platform,
    and Somotex’s policies and guidelines shall constitute the entire agreement
    between You and us in relation to your use of the Platform and shall supersede
    all previous agreements between You and us in relation to your use of the
    20.5 Failure, delay or neglect to enforce at any time any of the provisions hereof shall
    not be construed nor be deemed to be a waiver of any party’s rights hereunder
    nor in any way affect the validity of the whole or any part of these Terms and
    Conditions nor prejudice any party’s rights to take subsequent action. No remedy
    conferred by any of the provisions of these Terms and Conditions is intended to

    be exclusive of any other remedy which is otherwise available at law, in equity,
    by statute or otherwise, and each and every other remedy shall be cumulative
    and shall be in addition to every other remedy given hereunder or now or
    hereafter existing at law, in equity, by statute or otherwise. The election of any
    one or more of such remedies by a party shall not constitute a waiver by such
    party of the right to pursue any other available remedies.