TERMS & CONDITIONS FOR SELLERS ON UNIFIED PAYMENT SERVICES LIMITED (UP) PAY ARENA MALL

1 SCOPE
i. Unified Payment services Limited (“UP”) owns and operates a platform in Nigeria that allows merchants to sell their products to the public over the internet. This platform is currently provided on the website www.payarena.com, Payarena mobile and also on PayAttitude Digital App.
ii. The Merchants will have the opportunity to sell their products on the Payarena Mall platform. UP is entitled to accept purchases on behalf of the seller. The service provided by UP is limited to referring customers to the merchant and accepting orders and payments on their behalf. In addition to this, and at UP’s sole discretion, UP may provide the merchant with analytics about the performance of the merchant’s products and additional marketing support. This support may be reflective of the agreed level of commission.
iii. The merchant authorizes UP to accept binding orders from customers on their behalf.
iv. UP may carry out changes to the website or service, or suspend the service to the Merchant, without notice.

2. UP’S RIGHTS AND OBLIGATIONS
i. The merchant acknowledges that the relationship between customers and UP is governed by the privacy policy and the general terms and conditions, both available on this website (www.payarena.com) and as may be revised from time to time.
ii. UP will present on the website the products listed by the seller. The merchant will be responsible for listing their own products.
iii. UP is authorized to accept binding sales on behalf of the merchant and will be careful to pass order data on to the merchant as technology allows.
iv. In order to maintain its reputation for quality and high standard of service, UP reserves the right to terminate the relationship with the merchant if the merchant repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.

3 MERCHANT’S RIGHTS AND OBLIGATIONS
i. The merchant is obliged to provide all the information necessary when listing a product on www.payarena.com. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The merchant must never knowingly deceive a potential customer by
misrepresenting their product/s. The merchant must notify UP of any changes to the details of their listings while uploaded on the site.
ii. The merchant guarantees that information listed on ‘sell on payarena’ relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.
iii. The merchant will be responsible for keeping an up-to-date inventory of all their products listed on ‘sell on payarena’.
iv. The merchant guarantees that the information provided by him/her does not violate any third party’s copyright.
v. The merchant will contact the customers no more than is necessary for processing the transactions referred by UP. In particular, the merchant will not send any advertising email or other commercial advertisements to the customer without prior agreement from UP or the expressed wish of the customer. When delivering products sold via payarena mall, the merchant will not advertise any of UP’s competitors.
vi. The merchant will process orders with all reasonable care the moment receipt of confirmation of sale is received through the payarena mall site via email and/or text message. The merchant is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the merchant and all their products from the payarena mall platform.
vii. If the merchant cannot fulfil an order submitted to him, he must notify UP as soon as possible, and within 1 day of receiving the order at the latest.
viii. The merchant agrees to adhere to his range of products and prices as provided to UP and as described on their listing on the payarena mall website. The merchant guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the payarena mall platform. The merchant further guarantees to take great care to keep up-to- date his range of products, stock count, prices and associated terms and conditions, like delivery fees.
ix. The merchant’s representative is to provide UP with a copy of his/her valid Identity Card at the contract signature.

4. INDEMNIFICATION
i. Seller warrants that everything it gives UP to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller. The Seller agrees to indemnify and hold UP, its employees and associates harmless from any and all claims brought in the performance of the Services.
ii. Seller shall indemnify and hold UP harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Seller (“Third Party Claim”).
5. CONFIDENTIALITY
The Seller and UP 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 UP. The Seller shall keep all Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without UP’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. ENTIRE AGREEMENT
This Agreement constitutes 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. UP reserves the right to alter these terms and conditions at any point without notice, by updating the content on the payarena mall website.

7. SET OFF
The Seller hereby authorizes UP to set-off by whatever means the whole or any part of Seller’s liabilities to UP or its customers under this Agreement (or any other contract with UP) against any funds or goods credited to or owing to the Seller under this Agreement (or any other contract with UP). UP may exercise this right of set-off at any time, without notice to the Seller, whether either liability is present or future, cash or assets, and whether or not either liability arises under this
Agreement. If the liabilities to be set off are expressed in different currencies or forms, UP may convert either liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse UP for the amount owed, the Seller shall immediately pay UP such outstanding amount. The Seller shall hold harmless any financial institution that follows our request pursuant to this clause. Any exercise of UP’s right under this provision is without prejudice and in addition to any rights or remedies available to UP under this Agreement or otherwise.

8. TERM & TERMINATION
Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of any breach of the obligation under this Agreement by the other Party.
UP has the right to evict the Seller from ‘payarena mall’ if any, or a combination of the following breaches are committed; that is where Merchant:
i. Fails to make a product that has been sold on Payarena Shopping Mall available for delivery within three (3) business days after it was supposed to be available for delivery;
ii. Provides fake, inferior or substandard products that have been sold as genuine;
iii. Provides used, refurbished or damaged products that has been sold as new or unused;
iv. 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.)
v. 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;
vi. Engages in any activity that brings UP, or any of UP’s partners or other mall vendors into disrepute.
vii. Engages in any act that UP considers inimical to the business interests of UP.

9. FORCE MAJEURE
The Parties agree that no liability shall be attached for any inability to carry out any obligations under this Agreement if such inability 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.

10. INSURANCE
Sellers shall be responsible for insurance in relation to goods shipped to customers.

11. COPYRIGHT AND INFRINGEMENT TRADEMARK
UP respects all copyright and trademarks of others. As a Seller on our website (www.payarena.com) you must in turn respect these rights. UP will immediately terminate or suspend a seller who infringes another’s trademark or copyright.

12. 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.

13. RESTRICTIONS AND PROHIBITIONS
i. All product descriptions must be true, accurate and non-misleading.
ii. Products sold by Sellers must not be fraudulently obtained and sellers must not be involved in the sale of counterfeit or stolen items.
iii. 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;
iv. UP will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of sellers who may be infringers.
v. Sellers must comply with all 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).
vi. 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.
vii. No display of images containing pornography is permitted.
viii. Seller must not sublease his/her account or give another access to his/her account or sublease his/her Store to third parties;
ix. Sellers must not incur liability for UP and its subcontractors or expose them to undue risk or otherwise engage in activities that UP, in its sole discretion, determines to be harmful to UP’s affiliates, operations, reputation, or goodwill.
x. Sellers must not post or display any materials that exploits or otherwise exploits children under age of 18 years.
xi. UP is compliant with all Money Laundering Regulations and all Money Laundering activities are prohibited. Sellers or Merchant must ensure compliance as appropriate.
14. GOVERNING LAW AND DISPUTE RESOLUTION
As regards any dispute relating in any way to your use of any UP Service, or to any products or services sold or distributed by UP or through www.payarena.com, Seller or merchant hereby covenants that he/she shall not commence or maintain any suit against UP whether at law or in equity, but Parties shall use all reasonable endeavours to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion. If the dispute cannot be resolved by mutual discussions within a period of fourteen (14) days from the date of notice, such dispute or claim will be resolved by binding arbitration, rather than in court. And the decision by the arbitrator shall be final. Each party shall provide his/her own arbitrator at their own cost. Both arbitrators shall agree on a neutral arbitrator whose decision will be final. The fee for the neutral arbitrator shall be shared equally by both parties. The Arbitration shall be carried out in accordance with the provisions of the Arbitration and Conciliation Act Cap A18 Laws of the Federation 2004 or any amendment or re-enactment thereof. The Arbitration shall take place in Lagos, Nigeria and be conducted in English Language.

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