SHOPSMART PNG

Vendor Terms and Conditions

Terms and Conditions applicable to vendors using Shopsmart PNG Marketplace.

These terms and conditions are the contract between you and Shopsmart PNG Marketplace ("us", "we", etc). By joining Shopsmart PNG Marketplace as a seller/ vendor or using Our Website, you agree to be bound by them.

Shopsmart PNG Marketplace is a trade name of Shopsmart PNG Ltd, IPA 1- 128626, whose Registered office is at Sec 25 Lot 2 Guitau Avenue, Boroko, Port Moresby, National Capital District, 111,

About Shopsmart PNG Marketplace

Shopsmart PNG Ltd is Papua New Guinea first ever global e-commerce leader that connects millions of buyers and sellers around the country and the world. Our existence is to enable economic opportunity for local SMEs, individuals, entrepreneurs, businesses and organizations of all sizes. We export unique locally design products across the world and provide perfect platform for buyers and seller to interact in a secure market environment

Shopsmart PNG Marketplace is a commercial centre that empowers clients to sell and buy items that are sensibly valued. As a feature of our administrations, any direction we give, for example, evaluating, transportation, posting, and sourcing, is solely enlightening and you might choose to follow it. Shopsmart PNG Marketplace likewise has no influence over and doesn't ensure: the presence, quality, security or lawfulness of the promoted items; reality or precision of the substance or postings of clients; the capacity of venders to sell items; the capacity of purchasers to pay for items; or that a purchaser or merchant will really finish an exchange or bring it back.

1. Definitions

"Content" means the textual, visual or audio content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material, and all other product or service-related material Posted by you.

"Our Website" means any website of Shopsmart PNG Ltd and includes all web pages controlled by us.

"Post" means place on or into Our Website any Content or material of any sort by any means.

"Product" means any item offered for sale by you on Our Website, whether physical goods or downloads.

"Services" means all of the services available from Our Website, whether free or charged.

2. Our contract

The relationship between us is solely that:

• in consideration of a fee charged by us, we provide for you an online market place as an arm's length contractor.

• we act as your agent solely in the collection of money paid by your buyer.

• we are not partners or joint venturers.

If you place a Product for sale on Our Website, you do so subject to these terms.

• When you place a Product on Our Website, you will be bound to provide all the information required by the Competition and Consumer Act of PNG.

• Although we are not a party to your contract with a buyer introduced to you via Our Website, we may remove your Products from offer if a customer or Our Website visitor has a valid complaint against you.

• We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.

• Subject to this agreement and to the procedures set out on Our Website, you may enter a Product for sale through Our Website.

3. Your Product placement

You agree that you will: not place any Product for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.

to remove from sale on Our Website any Product which for any reason, you are unable to supply.

not re-place any Product we remove from offer for sale.

4. Delivery

• Deliveries of hard copy and physical Products will be made from your premises/ warehouse, by post or by a carrier guided by us subject to the contract between you and your customer.

• Notify both the customer and Shopsmart PNG Marketplace on the date of sending, tracking numbers, that the Product has been dispatched and of the expected delivery date (if known).

• If at any time, any customer notifies you of non-delivery within the time scale offered by you on Our Website, you will investigate and inform the customer that you are doing so, and notify the customer when you expect to be able to deliver the Product, you need to either provide additional tracking details or offer a resolution, such as a replacement or a refund. If the buyer got their item but it’s faulty, damaged, or doesn’t match the listing description, you will need to work with them to resolve their issue (you may also have to cover the return shipping costs). If they changed their mind, how you can respond (and who pays for return shipping) depends on your return policy.

5. Product returns

In Papua New Guinea, consumers have a legal right to obtain a refund from a business for goods purchased if the goods are faulty, not fit for purpose or don't match the description. You're not allowed to include information in your listing or return policy which may mislead buyers about their rights. You must advise buyers that they may have rights under the Papua New Guinean Consumer Law.

If the buyer is requesting to return an item for "change of mind" (or "remorse") reasons, your return policy will apply – including which party is responsible for return postage costs. You may at your discretion accept or deny a remorse return request if it falls outside your return policy.

You acknowledge that we may automate some aspects of the returns process, if no reply is received to a return request within 3 business days. You also acknowledge and agree that we may exercise our reasonable discretion to make a final decision on any returns where a buyer and seller cannot come to agreement.

You agree that you will:

• try you best to reply to the buyer within 3 business days to any return claims or disputes, if no response is received within 3 business days, Shopsmart PNG Marketplace will have to step in to find a solution;

• comply with the law relating to the contract between you and your customer, relating in particular to your obligations to provide full information and accept cancellation and returns (according to your policy). You can set your own returns and refunds policy from you Vendor control panel.

• when you have an obligation to return money to a customer for any reason, you will do so as provided by your returns & refunds policy.

• in the event that a Product ordered is not available, you must tell your customer and offer a replacement product or refund any money paid;

• comply with the Shopsmart PNG Marketplace procedures relating to satisfaction of an order.

• provide information to us in respect of any claim for non-delivery and any dispute as to payment, so as to enable us to identify the possibility of fraud.

6. The selling procedure

When setting up your shop, it is important that you set up your own terms and conditions for buyers, such as return & refund policy. You can do this from your Vendor Control Panel, just go to your account settings and you will find your shop policy section. It's important that you clearly specify the terms and conditions of the sale in your listing so that buyers know what to expect. Please make sure to include the following details in your listing:

Return policy

Shipping method, costs, and other information

Taxes and any applicable government-imposed fees

Terms of the transaction

Shopsmart PNG Marketplace is not responsible for the fulfillment of your contract to sell a Product. You will receive a message by email at the time of each sale, providing full information about that sale.

You agree to tell us, through your vendor control panel, if at any time your supply is exhausted. Shopsmart PNG Marketplace may add the applicable tax to the item price displayed to the buyer;

Shopsmart PNG Marketplace will display the tax amount at checkout once the buyer's order and delivery address are confirmed, and this will be included in the order total paid by the buyer; Shopsmart PNG Marketplace will collect this amount via any means available to us and remit the tax to the relevant authority.

7. Goods and services tax

Buyers and sellers are generally responsible for any Goods and Services Tax (GST), sales tax, or other taxes that apply to items on Our Website. For more information about your tax obligations, please contact the Papua New Guinean Taxation Office.

In any jurisdiction where Shopsmart PNG Marketplace has an obligation to collect tax on consumer purchases:

As a vendor, you acknowledge and agree that where Shopsmart PNG Marketplace has an obligation to collect tax on consumer purchases and that we may report tax collected to you.

8. Our commission and payment to you.

Joining Shopsmart PNG Marketplace as a vendor and posting items for sale is free up to 20 products. We do retain a proportion of each sale, which at the moment is 15%, this amount may change at any time, but you will be informed by email if any changes are made.

The full charges are as follows:

• We sell your Products at the price you place on it, subject to these terms and also the requirements we set out on Our Website from time to time.

• Our fees and commissions are payable on demand. You irrevocably authorise us to deduct them from sums paid to us by your buyer.

• Our website selling system is an automated system which can be followed by you through a " Vendor control panel".

• We will pay you within 3-10 working days of confirmed delivery of order (depending on how long it takes for payments made on the website to reach our accounts).

• If an action by a buyer result in a charge back to our account, you agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to you, at or after that time.

• If you or we accept any cancellation and consequently refund money to a customer, we are not obliged to repay commission to you.

• If in our discretion we believe that your performance as a seller result in a significant number of charges back and / or buyer disputes or if we believe you are in breach of this agreement, we are free to hold back payments to you until we are satisfied those disputes have been settled and / or breach rectified.

• Shipping fees will be divided between vendors, e.g., if a customer buys one item you will receive the full shipping fee, if the customer buys three items, the shipping fee will be divided between the three vendors.

PLANS

Free Plan

• Maximum products up to 20 products

• Maximum Monthly Revenue is K5000 if exceeding to move to Gold Plan

• 15% Transaction fee for non-members

• 10% Transaction fee for Espace members

Gold Plan

• Maximum products up to 50 products

• Maximum Monthly Revenue is K15,000

• Monthly fee is K50 per month

• 10% transaction fee

Premium Plan

• Maximum products up to 250 items

• Maximum monthly revenue is K50,000

• Monthly fee is K100 per month

• 7% transaction fee

Unlimited Plan

• Maximum products up to UNLIMITED items

• Maximum monthly Revenue is UNLIMITED

• Monthly fee is K200 per month

• 5% transaction fee

9. Advertising your Product

If you accept our offer to advertise market or promote your Product, the following conditions apply.

• We may use the services of a specialist Internet marketing business associated with Shopsmart PNG Marketplace

• Without prior consent of the other; neither we nor you will contract with any other person or company for specialist services. Here your obligation is limited to the extent of the price charged and due to us.

• The price charged to you will include all payments we make to others.

• We give no guarantee as to the success of any advertising placed.

• We might post your products information including images on our social media platforms.

10. Your Product warranties

You warrant that any Product you place on Our Website for sale:

• Is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;

• does not offend against the law of any country whose citizens might purchase it;

• You warrant that you own the copyright of any Content you place on Our Website for sale, or that you have the permission of the copyright owner:

• to enter or upload that Content;

• to receive the net proceeds of such sales as arise.

11. How we handle your Content

• If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control over who sees it or what anyone does with it.

• You now irrevocably authorise us to publish feedback, comments and ratings about your Products, services and activity through Our Website, even though it may be defamatory or critical. If you have a problem with feedback or you think it is not true, please contact us at support@shopsmartpng.com.

• Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we cannot protect your rights.

• You understand that you are personally responsible for your breach of someone else's intellectual property rights, defamation, or any law, which may occur as a result of any Content having been posted by you;

• You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

• Please notify us right away of any security breach or unauthorised use of your account.

12. Using Our Website

We invite you to Post Content to Our Website for [marketing your products and services and in other ways]. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.

While using Our Website, you will not:

• be unlawful, or tend to incite another person to commit a crime;

• be obscene, offensive, threatening, violent, malicious or defamatory;

• infringe any laws, third party rights or our policies;

• be sexually explicit or pornographic;

• be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;

• use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement.

• Sell on Our Website if you are not able to form legally binding contracts, are under the age of 18 or are suspended from selling on Our Website;

• circumvent or manipulate our fee structure, the billing process, or fees owed to Shopsmart PNG Marketplace;

• distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;

• distribute viruses or any other technologies that may harm Our Website or the interests or property of Shopsmart PNG Marketplace users;

• harvest or otherwise collect information about users, including email addresses, without their consent.

• Offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Shopsmart PNG Marketplace, you may be liable to pay a commission fee applicable to that item.

13. Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

14. Security of Our Website

• You now agree that you will not, and will not allow any other person to:

• modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.

• link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

• download any part of Our Website, without our express written consent;

• share with a third party any login credentials to Our Website.

15. Copyright and other intellectual property rights.

• All content on Our Website, is the property of either us, our affiliates or suppliers of products for sale. It is all protected by international copyright laws.

• You may not copy, modify, publish, transmit, create derivative works from, or in any way exploit any of the content, except as is expressly permitted in this agreement or with our written consent.

• For the sake of good order, you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

16. Interruption to the Service

• We give no warranty that the Service will be satisfactory to you.

• We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.

• You acknowledge that our Service may also be interrupted for reasons beyond our control.

• You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to our Service.

17. Trading on Shopsmart PNG Marketplace and limitation of liability

• While we try our best to maintain a safe trading environment, you accept that there are unfortunately sometimes risks when trading online and using Our Website, including dealing with fraudulent people.

• You will not hold Shopsmart PNG Marketplace responsible for other users' content, actions or inactions, any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss whatever.

• You acknowledge that Our Website is a venue to allow anyone to sell, and buy products, at any time, from anywhere, in a variety of pricing formats and locations. We are not involved in the actual transaction between buyers and sellers.

• We have no control over the ability of buyers to pay for items or that a buyer will actually complete a transaction.

• You must ensure that you comply with your obligations and are aware of any laws relevant to you as a vendor.

• You alone, and not Shopsmart PNG Marketplace, are responsible for ensuring that your listing, selling and any other activities conducted on our site are lawful. You must ensure that you comply with all applicable laws in Papua New Guinea and other countries. You must also ensure that you strictly comply with this Contract and the policies which form part of the Contract.

• We do not take ownership of the items at any time and do not transfer legal ownership of items from the vendor to the buyer.

• We cannot guarantee continuous or secure access to Our Website, and the operation may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use Our Website or services.

Our Website and Services are provided "as is". As to Our Website and Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:

• as to fitness of Our Website and Service for a particular purpose;

• as to availability and accessibility, without interruption, or without error;

• any obligation, liability, or remedy in tort whether or not arising from our negligence.

• You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.

18. Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Contract, or your infringement of any law or the rights of a third party in the course of using Our Website.

19. Miscellaneous matters

• If any term or provision of this agreement is at any time held by any authority to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

• If you are in breach of any term of this contract, we may:

• terminate your account and refuse access to Our Website;

• remove or edit Content, or cancel any order at our discretion.

• Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control.

In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

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