Vendor's Terms and Conditions
Effective Date: July 04, 2018
An event planner/organiser/host who budgets for event through the platform.
One who offers services through the platform.
The dashboard where a vendor has access to account details, offers services and performs necessary actions.
The platform that renders the ability to perform all necessary functions in this context.
2. Rights and Obligations of the different parties related to the operating model
i. From BUDGETIER to the Vendor
- BUDGETIER will communicate to the Vendor using the information given by the Vendor to BUDGETIER when registering on Vendor Dashboard. The Vendor is responsible for updating BUDGETIER systems and teams within 24 (twenty-four) hours in case of any change in his contact information.
- Every message sent to the Vendor through his registered email in the Vendor Dashboard account or via Vendor Dashboard which doesn’t receive an answer or written objection within 72 (seventy-two) hours will be deemed to signify an agreement between BUDGETIER and the Vendor.
ii. From the Vendor to BUDGETIER
- The Vendor will communicate to BUDGETIER using emails, phone, or mobile messaging in case the Vendor is followed up by an account manager. Emails and phone contact information can be found up to date in the Vendor Dashboard account.
- The Vendor agrees to share diligently all the information needed regarding his business and operations in order to help BUDGETIER resolving his issues operating on the platform. The information shared must be as exhaustive and structured as possible.
i. BUDGETIER’s rights and obligation
Service Listing and Content Management: BUDGETIER will present on the website the services offered by the Vendor that passed Quality Control. The Vendor will be responsible for listing their own services. In order to maintain its reputation for quality and high standard of service, BUDGETIER reserves the right to delist the Vendor and to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints or fails to comply with other Budgetier standards.
BUDGETIER offers to the customer the opportunity to evaluate the services on its site. BUDGETIER will review these evaluations reviews and may publish them.
- Pricing: BUDGETIER is not entitled to changing the prices of the services listed by the Vendor without the express agreement of the Vendor. Pricing can be adjusted 24/7 by the Vendor for any item sold on his account.
- Promotion Feature: BUDGETIER controls the placement of promoted brands submitted by the Vendor through Vendor Console.
- Payments terms: BUDGETIER will pay the Vendor for the services executed and delivered on Budgetier following the payment term option agreed with BUDGETIER.
- Website: BUDGETIER may do changes in its website or in its services or suspend his services.
- Third-Party Provider: BUDGETIER will be able to appeal to third-party service providers to fulfill some part of the services to the Vendor and to the customer.
- Customer Relationship Ownership: BUDGETIER is the owner of the customer relationship and will share information or data related to customer only a need to know basis, and under the understanding that the Vendor is bound to confidentiality of those information, as well as prohibited to use them in any other usage than the one expected by the operating of the Vendor Console.
ii. Vendor’s rights and obligation
Product Creation and Listing: The Vendor certifies that the description of the services listed on Budgetier are true, abide by any law applicable to the promotion of a service to an end customers, and is respectful of the product creation Guidelines as communicated by BUDGETIER and available from the Vendor Dashboard account. Every item offered must be identical to its description on Budgetier.com.ng and to the image provided.
BUDGETIER may inspect the products given by the Vendor in order to check their conformity with the specifications mentioned by the Vendor on its Vendor Dashboard and with the standards of quality enounced in that agreement. In case of non-conformity with the technical characteristics, with the color, image or in case of technical default, BUDGETIER will be able to remove the product (and inflict penalties as stipulated in the Guidelines). The Vendor will Keep BUDGETIER harmless of any suit, dispute arising from presenting on the platform illegal information or products, as well as products he wouldn’t have a valid license to operate.
- Pricing: The Vendor is responsible for setting the prices of its products listed on Budgetier.com.ng. The Vendor ensures that every effort is being made to limit to the minimum number of dispute over its products regarding quality and prices.
- Counterfeited products: The Vendor commits into providing only genuine and quality products and to abide by every applicable law and regulations regarding delivery of products to a customer. Any disrespect of this term may lead to immediate termination of the contract and the Vendor shall keep harm free BUDGETIER from any dispute regarding a breach of such laws and regulations.
- Promotion Feature: When the Vendor submits its products to promotions using the promotion feature in the Vendor Dashboard, the Vendors agreed to feature on Budgetier.com.ng as a verified Vendor.
- Payments terms: The Vendor will be paid following the payment term option agreed with BUDGETIER and available in Vendor Dashboard.
- Content provided by the Vendor to BUDGETIER: In order to maintain its reputation for quality and high standard of service, BUDGETIER reserves the right to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints, or fails to comply with other standards.
- Customer Relationship Ownership: The vendor doesn’t have the right to contact directly the customers and guarantee that BUDGETIER is the owner of the customer relationship.
iii. Penalties in case of the non-respect of Budgetier Quality commitment.
Penalties are here to compensate BUDGETIER for any extra effort required to meet our Mission of providing quality products at affordable prices to Customers and to protect Budgetier’s brand best interests. Penalties will be enforced according to the below Guidelines but are not limited to them and are susceptible to be applied to any behavior in opposition to the Guidelines available in Vendor Dashboard and hurting Budgetier’s customer interest and / or the Budgetier Brand. Financial penalties will be deducted from the payout released to the Vendor according to the payment term option. The following list highlights most usual offense that would likely be subject to penalties:
- Counterfeited products and non-conformity of the products
- Slow fulfillment of delivery
- Cancellation of delivery
- Lack of respect of Delivery Guidelines
- High rate of Returns of products or delivery complaints
3. System usage agreement
A. General Conditions on the Usage of the Vendor Dashboard
- Rule on the use of the Vendor Dashboard: Every Vendor who wants to list a product to offer through the Vendor Dashboard has to create an account. An account Vendor Dashboard is private for the Vendor and cannot be transferred or ceased to any third-party without the agreement of BUDGETIER. It is forbidden to use the account Vendor Dashboard for different point of sales. Each Vendor Dashboard Account is therefore for one unique point of sale and for one email address.
Rules of redaction of product pages: The Vendor commits into publishing announces only on his behalf. Then, without the agreement of BUDGETIER, the Vendor cannot publish an announcement on the behalf of a third-party.
BUDGETIER reserves the right to:
- Erase a product page published by a Vendor on behalf of a third-party without any compensation of the Vendor.
- Remove without notice the Vendor Dashboard account and all the products of a Vendor who would not respect this section and without any insemination.
- To refuse the whole or a part of product page which would contravene these terms and conditions.
- To refuse the image proposed by the Vendor for any reason, including but limited to the following reasons:
- The quality of this image isn’t matching Production Guidelines available in Vendor Dashboard in terms of quality and accuracy.
- If the image can hurt the sensibility of customers or if the image is not compliant with moral ethic.
An announce cannot be used to promote any other thing than the object of the description. The announces are classified on Budgetier.com.ng following a logic of ranking determined solely by BUDGETIER.
It is forbidden to the Vendor to publish different announces for one same product. All the same, it is forbidden to publish different announces for a same product under different categories.
Sensitive and prohibited products: The Vendor takes the full responsibility related to the commercialization of the products offered on Budgetier and bears full responsibility for all legal implications related to the damages his products can cause, including but not restricted to physical and health damages, material damages, loss of business.
The Vendor guarantees that he has the right to offer for sale every product listed on his Vendor Dashboard account and that he is fully compliant with every laws of the country, including tax laws and regulations applicable.
The Vendor, if selling items under legal restriction, guarantees that he has all the licenses required to offer such products and that all legal requirements attached to the commercialization on such items are followed and enforced.
Title and description of a product page: The only authorized announces are announces in English. The content related Guidelines available in Vendor Dashboard applies to define authorized practices on the platform.
The title of the product page has to be limited to the name of its product and to its main specifications (image, description, rate...). All the remaining part of the description should appear in the description and should not be used links to other sites.
BUDGETIER reserves the right to modify the title of the item page so that it is conformed to the conditions of use of the Vendor Dashboard. The item pages are protected by intellectual property.
- Price: The only price indicated should be the selling price including applicable tax. This price should be in the of the item page.
Photos: The photos included in the product page have to be related with the service proposed.
It is forbidden to use logos of brands as a picture except where applicable to upload as brand logo on the site. It is forbidden to use the photos of other vendors without their approval. Those pictures are protected by intellectual property.
BUDGETIER reserves the right to modify the title of the product page for commercial reasons.
- Termination of Vendor Dashboard Account: The Vendor Dashboard account is free and created for an unlimited time. It can be closed at any time and without any notice of the Vendor.
B. Commitment And Guarantee Of The Vendor Related To The Use Of The Vendor Dashboard
The Vendor ensures that the content of its product pages complies with the legal obligations of its activity.
The Vendor ensures to BUDGETIER that he is the unique author of the texts, drawings, photographs which compound the announcement.
Therefore, the Vendor ensures that he publishes the product page under his entire responsibility (and not that of BUDGETIER). The Vendor commits into compensating any person who would suffer from the consequences of an illegal announce.
The Vendor recognizes and accepts that BUDGETIER is entitled to remove without notice or indemnity any announce which would not comply with the rules of BUDGETIER.
Because of the specificity of its services, BUDGETIER is required to collect personal information about the Vendor.
BUDGETIER can cooperate with authorities and give the identity of the Vendor to the legal authorities if the content of a product page does not comply with the national regulation.
- The Vendor accepts that because of review, the product page may not go online instantly.
- The Vendor knows that data collected on the internet site will be retained by the internet provider and by BUDGETIER for statistical use and to answer to demands of any regulators.
4. General conditions of transactions and payment between Budgetier and the Vendor
a. General Conditions Of Payment
- Payment by BUDGETIER to the Vendor: Payments done to the Vendor are calculated on the base of the sum of the total item prices in a budget and delivery fees requested by a customer after the deduction of commissions. Payment terms applicable are being described in Payment terms Guidelines. All payments made to the Vendor shall be paid in Naira.
- Payment Method: Payments are done by Bank Transfer. The vendor must enter its exact and up to date Bank information in the Vendor Dashboard. Method may be subjected to change as described in the Payment terms Guidelines.
- Information Required for Payment: Every payment is dependent with the following documents: Each Vendor is to enter proper bank Card Details for payment.
- Payment Schedule: Payment Schedule and delays will follow the rules and agenda available in Vendor Dashboard.
- Rules relatives to payments: The profit of each transaction is private to the Vendor. It cannot be ceased or transferred without the agreement of BUDGETIER.
- Price: The prices are indicated in Naira, including and excluding tax.
b. Commissions And Fees Collected By Budgetier
Calculation of Commission: The commissions are calculated as a percentage of the total amount of job assigned to a vendor.
Therefore, Budgetier collects VAT over the amount of commissions and fees that it withholds according to the regulation applicable.
- Adjustment of commissions: BUDGETIER reserves the right to adjust the percentage commission, providing suitable notice of 14 days is served in advance to the Vendor. BUDGETIER will duly notify the Vendor through and adequate email notice of any commission changes. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.
- Fees prices: The price of the different fees of the paying options is that one in effect the day of transaction. The fact of offering your services on Vendor Dashboard is the equivalent of accepting these commissions.
a. Limitation Of Liability
- Quality and authenticity of the products provided by the Vendor: The Vendor indemnifies BUDGETIER from all claims arising in relation to matters outside BUDGETIER 's control including but not limited to the quality of products and services provided by the Vendor.
- Violation of law by the Vendor: The Vendor further indemnifies BUDGETIER from third-parties' claims resulting from any violation of laws and regulations by the Vendor.
- Malfunctions of services: BUDGETIER cannot guarantee that its service will be free from all malfunctions but will exercise all diligent and reasonable care and skill to resolve any such case.
- Collect of VAT: VAT liability for the product offered rests with the Vendor and BUDGETIER will not be responsible for any VAT issues that may arise. BUDGETIER will remit and declare applicable taxes, included VAT on the amount of the commission collected for its services.
Limitation of BUDGETIER’s service: It is expressly understood and agreed that:
- Vendor is an independent contractor and Budgetier shall exercise no supervision or control over the employees of the Vendor or others in the service of Vendor.
- Budgetier shall provide no special service other than those specifically set out in Vendor Services. Budgetier reserves the right to approve all products/services displayed by Vendors. Budgetier further reserves the right to confiscate or demand removal of any and all products/services that Budgetier deems inappropriate. Refusal by Vendor to remove inappropriate materials may result in immediate expulsion of Vendor from the Dashboard.
BUDGETIER commits into exercising all the necessary care to provide its internet website to the Vendors. Except any written commitment, the service commercialized by BUDGETIER is limited to the broadcast of announces, subscription of options, and offer of logistics and marketing services.
- Commercial Results: BUDGETIER does not guarantee any commercial results to the Vendor concerning the products that he puts on BUDGETIER’s platform.
- Data recording: BUDGETIER will not be held responsible for the capture of data done by a third-party.
- Sudden interruption of the service offered by BUDGETIER: BUDGETIER won’t be held responsible for the interruptions of its internet service, mobile application, mobile website, Android Application and all the loss of data or information stored by BUDGETIER which could result of it. The Vendor shall take every precaution to keep all the product page he publishes on BUDGETIER’s internet website.
- Prejudices of the Vendor: BUDGETIER will not be held responsible for any prejudice and direct or indirect damages of whatsoever nature done to the Vendor because of the use, interruption or dysfunction of BUDGETIER’s internet website, mobile website, Android Application or any other service provided by BUDGETIER.
- Availability of BUDGETIER’s website: The Vendor acknowledges that because of the actual technical advancement of telecommunication operators, the permanent availability of budgetier.com.ng cannot be guaranteed.
- Accuracy of statistics provided by the Vendor: Because of the technical limitations and of the architecture of the website, all the statistics provided by BUDGETIER are only informative. Those statistics cannot be the cause of any legal action of the Vendor.
- Errors or omissions in the internet pages of the Vendor: Except in case of willful misrepresentation and very serious misconduct, BUDGETIER will not have to pay any compensation, financial or of any other nature because of errors or omissions in the product’s pages of a Vendor. Especially, in case of such events, the Vendor will never ask for any compensation and will always pay the fees owed to BUDGETIER.
- Responsibility of the Vendor: The Vendor is responsible for any damage caused to any third-party and namely to the company BUDGETIER because of the bad or illicit use of the internet website of BUDGETIER. The Vendor won’t engage any legal action against BUDGETIER if he is himself sued by a third-party because of his misuse of BUDGETIER’s internet website.
- Compensation: The Vendors commit into compensating BUDGETIER, its administrators, managers, owners, employees against any loss, expense, damage or cost (including lawyers’ fees) which would result of any violation of one of the terms of this contract by the Vendor or of the misuse of the platform provided by BUDGETIER.
b. Force Majeure
- The Vendor, BUDGETIER or any other employee of BUDGETIER will not be held responsible for any delay or non-compliance of its services in case of force majeure. Will be considered as force majeure all the cases usually accepted by the national jurisprudence and the total or partial strikes, lock-out, impossibility to access public transportation, hurricanes, fire, floods, legal modifications of the commercial rules, and any other case which can’t be controlled by either the Vendor or BUDGETIER.
- Each party will notify the other party by a notified letter if a case of force majeure takes place.
- In case of a case of force majeure, if the contractual obligation can’t be respected for more than a month, the parties won’t have to respect their contractual obligations anymore without any indemnity of both party.
- The party which is affected by the force majeure shall notify the other part with a notified letter. The affected party will take the necessary measures to limit as much as possible the effects of this force majeure.
- Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers and vendors.
- Each party commits into treating in confidence any of the information given by the other party because of the execution of the terms of that contract.
- Each party commits into using any of the information obtained only for the fulfillment of the terms of that contract.
- However, the obligation of conservation of secret does not extend to the information which, at the moment of their transmission, seemed obviously public or known by the public.
7. Intellectual property
- The Vendor warrants, represents and covenants that its services and products do not infringe directly or indirectly any Intellectual Property. The Vendor warrants, represents and covenants that BUDGETIER’s feature of the services on the Platform does not infringe any Intellectual Property, whether directly or indirectly.
- The Vendor undertakes and represents to BUDGETIER that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the services and the delivery of services and is able to grant and hereby grants and irrevocable, non-exclusive and royalty free license to use all such Intellectual Property for the purposes of marketing, promoting and featuring the services on the Platform. Budgetier acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the services and that all those rights and goodwill are, and will remain, vested in the Vendor or the owner of the Intellectual Property (as the case may be).
- The Vendor represents and warrants to BUDGETIER that it is not aware of any claims made by any third-party with regards to the any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the offering of services.
- The Vendor agrees to release, defend, protect, indemnify and hold BUDGETIER, their affiliates, and their respective directors, officers, employees, agents, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion and offering of services.
- The Vendor shall not be entitled to use any Intellectual Property belonging to BUDGETIER without BUDGETIER’s prior approval in Writing.