Contract

This Bake-Online Contract consists of two parts: (1) the Seller Terms and Conditions;

Seller Terms and Conditions 

  1. Introduction
  1. Just Cakes Ltd (trading as “Bake-Online”) is an e-commerce platform consisting of a website (“marketplace”), for the sale and purchase of Baked Items and Baking Ingredients, accessories and Equipment in Uganda.
  2. These seller terms and conditions, together with our general terms and conditions of the use of marketplace shall apply to all bakers and transactions executed or undertaken by on their behalf on the platform.
  3. If you register with our platform as a baker or bakery:
    1. you accept these seller terms and conditions, the general terms and conditions, and the Bake-Online codes, policies and guidelines, and as may be amended by Bake-Online from time to time, which form an integral part of the terms upon which you may use the marketplace;
    2. we will ask you to expressly agree to these terms and conditions; the general terms and conditions; and the Bake-Online Codes polices and guidelines, by clicking to confirm that you agree (and such a physical signature shall be considered as an original signature for all purposes); as required by the laws of the territory and shall there upon be bound by and undertake to comply with all the provisions thereunder.
  4. You may not register with our marketplace as a vendor, if you are an employee of Bake-Online or a family member of an employee of Bake-Online, unless Bake-Online has approved the registration pursuant to its conflict-of-interest procedures.
  1. Baker shops
  1. If you register with our marketplace as a seller you will be able to create a shop on the marketplace, using the “Bake-Online Website” and complete your registration on the portal using a link we shall provide.
  2. Vendor details submitted to the platform shall be reviewed and approved, at Bake-Online’s absolute discretion, prior to operationalizing a Vendor’s shop.
  3. You shall be solely responsible for your shop, listings and products and you hereby agree that:
    1. you shall obtain all requisite licenses for sale of your products on the marketplace; and
    2. you shall register with relevant tax authorities and pay all relevant taxes in relation to your product sales.
  4. You understand and agree that you shall maintain only one baker shop account on the marketplace. Bake-Online, may at its sole discretion approve additional Baker shop accounts, where legitimate business reasons warrant such an approval. You shall notify Bake-Online if you (or a person or entity related to you) opens one or more additional Baker shop account(s).
  5. You shall conduct your business on the marketplace:
  6. With reasonable skill and care, and by co-operating with and acting in good faith towards Bake-Online and buyers using the marketplace;
  7. in compliance with the Bake-Online Partner Code of Conduct, and other Bake-Online codes, policies and guidelines as published on the marketplace from time to time;
  8. in accordance with ethical business practices and industry best practice; and
  9. in compliance with all applicable laws in force from time to time.
  10. Without prejudice to our other rights, Bake-Online reserves the right to reject or delete any vendor that breaches these seller terms and conditions, the general terms and conditions, or any Bake-Online codes, policies and guidelines.
  1. Product listings
    1. You shall be responsible for listing your products on our online Platform by uploading to the Platform a completed product page which shall include prices, detailed information, specifications and images in respect of each product, complying with our guidelines as shall be issued from time to time.
    2. You may publish more than one listing in respect of each product.
    3. You agree to be solely responsible for all listings submitted to our marketplace and you agree that all listings shall:
      1. constitute real listings relating to products that comply with the categories and rules set out at section 4;
      2. comply with the rules on content in the general terms and conditions and further particularized in the Content and Image Guidelines; and
  • include all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including in respect of consumer protection.
  1. Without prejudice to our other rights, we reserve the right to reject, or delete any listings that breach these seller terms and conditions, the general terms and conditions or any Bake-Online codes, policies or guidelines.
  2. You acknowledge and agree that:
  1. notwithstanding that we may approve any listings, you shall be fully responsible for the same; and
  2. we reserve the right to impose penalties for breach of this section, without prejudice to our other rights.
    1. 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.
  1. The products
    1. Only products specified on the platform may be listed on the Marketplace. You shall not list any product falling outside thee specified product categories on the Platform.
    2. You must not advertise, buy, sell or supply through our marketplace any product that:
      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 law;
      2. consists of or contains material that would, if published on our marketplace by you, contravene the rules on content in the general terms and conditions;
  • breach any health and safety laws and regulations of the territory.
  1. We operate a zero-tolerance approach to counterfeit products and any attempt to sell counterfeit products on the marketplace, or other breach of our Anti-Counterfeit Policy may result in the penalties specified in the Seller Penalty Policy which include financial penalties, permanently prohibiting you from using the marketplace, and potentially in criminal and civil prosecution.
  2. 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 listed on the Marketplace by your Baker shop.
  1. Pricing
  1. All products prices shall be stated in the currency of the territory, inclusive of VAT and any other tax applicable to the transaction.
  2. You shall be solely responsible for setting the price of your products on the marketplace, which may be amended through the Seller Centre from time to time, including for the purpose of any seasonal or other discounts.
  3. The pricing of your products shall comply with all applicable laws, including competition laws.
  1. Fulfilment, packaging and delivery
  1. Upon receipt of a confirmation of sale from Bake-Online, you shall:
    1. process the order by packing and labeling the product(s) in accordance with the Packaging Guidelines; and
    2. The Items will be picked up and delivered to the customers.
  2. Section 6 (a) 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 the Bake-Online Guidelines.
  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 section 4.
  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 Bake-Online and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.
  5. We shall bear the risk of loss or damage to the products upon receipt and until delivery to the buyer.
  6. Our liability to you in respect of your products in our possession pursuant to this section 6 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.
  7. Without prejudice to all our rights, we may charge you penalties in respect of breaches of the Delivery Guidelines.  The amount of the penalties that may be charged pursuant to this section shall be stated in the Seller Penalty Policy.
  1. Value added services
  1. You may contact us through email for value added services which may be available from time to time, including but not limited to:
    1. marketing services
    2. promotional services.
  2. In order to subscribe for any value added services you may be required to expressly agree to additional terms and conditions in respect of the same.  All value added services shall be governed by any such additional terms and conditions, together with these seller terms and conditions, the general terms and conditions, and the Bake-Online codes, policies and guidelines referenced herein.
  3. Our liability to you in respect of the value-added services shall be subject to the limitations and exclusions on liability provided in the general terms and conditions.
  1. Commission and fees
  1. We shall charge you a commission in respect of each sale made on the platform and fees in respect of all marketplace services and any value-added services, as further particularized in the commissions and fees page of platform or the relevant value-added service agreement.
  2. In case of promotion funded by Bake-Online, commission may be calculated based on the selling price, being the price set by the vendor at the time of the order.
  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.
  4. We may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees page of platform.  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.
  1. VAT and other taxes
  1. All amounts stated on the platform are stated inclusive of VAT and any other taxes applicable to the transaction.  The seller acknowledges that:
    1. commissions shall be calculated as a percentage of the selling price (being the price set by the vendor at the time of the order) inclusive of VAT and any other taxes charged to the buyer;
    2. commissions are inclusive of VAT and all other taxes thereon; and
  • 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 Bake-Online’s net revenues remain constant.  The seller may, in its discretion, revise prices accordingly as provided at section 5(b).
  1. The Baker shall be exclusively liable in respect of all taxes applicable to the transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.
  2. 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 Baker, the Baker shall be responsible for complying with its tax obligations in the territory where it has created a current or future tax nexus.  The Baker understands and acknowledges that consignment fulfillment may create tax nexus e.g. permanent establishment.
  3. Should a competent tax authority determine that Bake-Online is liable for payment of any taxes (including stamp, excise or customs duties) in respect of the transactions, notably pursuant to sections 9.2 and 9.3 above, you hereby undertake to indemnify and hold indemnified Bake-Online 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.
  4. 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.
  1. Remittances
    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.
    2. We shall remit the proceeds of sale of the products, after all deductions pursuant to section 10.1 above, and remit the remaining funds to you in the currency of the marketplace territory and using such payment mechanism as we may notify to you from time to time.
    3. Evidence of payment to your nominated account shall constitute conclusive evidence of payment and receipt.
    4. You shall be entirely responsible for ensuring that the account details that you upload to the Registration Portal 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.
    5. We shall provide you with an account statement via Email, which shall include details of all proceeds of sale of the products, deductions and remittances.
    6. Subject to the applicable laws of the territory, 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.  Set-off may apply across your shop accounts if you operate more than one account.  For the avoidance of any doubt, the account statement in the Seller Centre shall serve as such notice of set-off.
    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):  
      1. you shall pay the amounts you owe to us by such payment method as we may request; and
      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.
    8. We may delay or suspend payment to you in the event of investigation of a potential fraud or other breach of this agreement.
    9. In the event that the vendor disputes any transaction or statement of account it must report its claim to Bake-Online within three (3) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.
  1. Breaches of seller terms and conditions
  1. If we reasonably determine that you have breached these vendor terms and conditions, our general terms and conditions, or any Bake-Online codes, policies or guidelines, we may:
    1. send you one or more formal warnings;
    2. suspend, prohibit or block your access to our marketplace as provided in the general terms and conditions;
    3. apply penalties for breach as provided in our Seller Penalty Policy; and/or
    4. commence legal action against you, whether for breach of contract or otherwise.
  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.
  3. The consequences of breach provided at section 11.1 above shall also apply if:
    1. you fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the platform; or
    2. if you receive negative ratings and reviews.
  4. Insurance
  1. You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.
  1. Confidentiality and data privacy
  1. All information and documents concerning the conduct of business pursuant to these general 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.
  2. You shall not use Bake-Online’s confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Bake-Online’s confidential information without our prior written consent.
  3. Bakers may not send advertising or promotional communications to buyers on the Platform without the prior written consent of Bake-Online, and shall be directly responsible to marketplace users for any misuse of their personal data.
  4. If Bake-Online is sued, fined, or otherwise incurs expenses as a result of the baker’s handling of personal data obtained through the marketplace, the Baker shall indemnify Bake-Online in respect of the same.
  1. Miscellaneous
  1. These Vendor terms and conditions are subject to the general terms and conditions and shall be governed by and construed in accordance with the laws of the territory.
  2. In respect of Vendors operating across multiple marketplaces operated by Bake-Online affiliates, each transaction shall be subject to the governing laws and jurisdiction of the territory of the marketplace on which the transaction took place.
  3. We will ask for your express agreement to any revisions of these Vendor terms and conditions and the general terms and conditions 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.
  4. These seller terms and conditions, the general terms and conditions, and the Bake-Online codes, policies and guidelines shall constitute the entire agreement between you and us in relation to your use of our marketplace and shall supersede all previous agreements between you and us in relation to your use of our marketplace.

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