PEPSA MERCHANT AND E-STORE AGREEMENT

EFFECTIVE FROM 22ND DECEMBER 2022.

 

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS (“AGREEMENT”). IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND PEPSA TECH AND INVESTMENT LTD, ITS SUBSIDIARIES AND AFFILIATED COMPANIES, (COLLECTIVELY, “PEPSA,” “WE,” “US,” OR “OUR”).

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned Designate (“MERCHANT”), an independent merchant, sellers, stores, restaurants, pharmacies, or other entity engaged in the business of selling or providing services to customers as contemplated by this Agreement, and Pepsa Tech and Investment Ltd. (“PEPSA” or “COMPANY”). MERCHANT may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Sales activities.

1.       Definition and Scope

a.      “Pepsa Tech and Investment Ltd” (also referred to as Pepsa) is the company that provides an online marketplace platform using web-based technology that connects (customers) with independent merchants (stores, restaurants, grocery stores, supermarkets, and pharmacies) and delivery contractors using web-based technology (“PEPSA platform” or “platform”). PEPSA’s software permits registered users (customers) to order goods and services from various Merchants to be delivered either by pickup, merchant delivery and/or Pepsa Dispatch. In the case Pepsa Dispatch, our system notifies independent contractors that a delivery opportunity is available and the PEPSA software facilitates completion of the delivery. Our system also enables users (customers and merchant) to facilitate other delivery tasks opportunity to independent contractor through our platform. Pepsa is not a merchant or delivery service agent.

b.      “Pepsa Platform” is a web-based technology including but not limited to Pepsa-marketplace, e-Store, and Pepsa-Dispatch. The platforms is currently provided on the website www.pepsa.com.ng, but may be provided on different websites, software, and/or applications.

c.             “Pepsa-Marketplace” means Pepsa’s copyrighted online platform where Customers can view and search for the product or menu of Merchants and/or place an order via the Pepsa website or mobile application for customer-pick-up, merchant delivery, or by a Shopper (Dispatch contractor) to the Customer.

d.             “e-Store” is an online platform through which Merchants may and regularly should review and confirm its transactions, fees, and account on the Pepsa Platform.

e.             “Pepsa-Dispatch and API” means the delivery service application programming interface (API) that allows Users (Customers and/or Merchant) to communicate information with independent dispatch contractors.

f.              “Customer” means the buyer who places an order for Merchant Products through the Pepsa-Marketplace Platform.

g.              “Merchant” means the sellers, stores, restaurants, pharmacies, or other entity that has agreed on the Pepsa platform.

h.            “Independent Contractor” means independent service providers including but not limited to “Logistic Vendor” and/or “Dispatcher” who engages in the monitoring and delivery activities from pickup address to delivery address.

i.              “Logistic Vendor” means the individual or business that engages in the activity of onboarding, monitoring and supervising the activity of Dispatcher.

j.              “Dispatcher” means individual rider, drivers etc. registered by a Logistic Vendor to accept, pick item from a location and deliver another location on behalf Logistic Vendor.

k.             “Store Address” means the store location operated by Merchant on the Pepsa-Marketplace platform includes but is not limited to: (i) Merchant Stores owned and operated by Merchant or its affiliates, and/or (ii) Merchant Stores owned and operated by Franchisees of Merchant or its affiliates.

l.              “Pepsa Services” means the services offered through the Pepsa Platforms.

m.          “Merchant Products” includes all products offered for purchase and/or delivery, including Merchant’s brand or retailed either provided by Merchant or adopted from Pepsa database.

n.            “Contactors’ Service” includes, but is not limited to monitoring, order pickup, delivery, or/and shopping by contractors through the Pepsa platform.

o.         “Customer Pickup” means pickup of orders for Merchant Products through the Pepsa platform from merchant store address by customer or customer’s representative.

p.            “Pepsa Dispatch Order” means order placed by a customer or merchant for delivery fulfillment through the Pepsa platform.

q.             “Merchant delivery” means delivery of orders for Merchant Products through the Pepsa platform to the Customer.

r.              “Pepsa Data” shall mean any information generated, provided, or made accessible to Merchant through any of the Pepsa platforms, including without limitation Personal Information.

s.             “Marketplace Order” means orders for Merchant Products through the Pepsa Platform from Customers for delivery or pickup.

t.               “Order” means a Marketplace Order, a Pickup Order, delivered by Merchant or a Dispatch Order, as applicable.

u.            “Order Program” means Customers can view and search for the products, items or menus of Merchants and place an order for Merchant Products via the Pepsa platform.

v.             “Order Equipment” means and includes any equipment reasonably required by Pepsa Platform for Merchant to receive and process Orders, including, without limitation to a mobile phone, tablet, desktop computer, laptop, Bar/QRcode scanner, internet facility, or other automated electronic means of receiving Orders.

w.           “Dispatch Term” means the term of the agreement between Pepsa, customer, and Merchant for dispatch service.

x.             “Marketplace Term” means the term of the agreement between Pepsa and Merchant for the Pepsa Platform.

y.             “Commission Rate” means the commission fees collected by Pepsa in exchange for merchant delivery charge, promoting and featuring the Merchant and Merchant Store(s) on the Pepsa Platform, which is charged as a percentage of revenues transacted on the Pepsa Platform calculated on a pre-tax basis.

z.             “Personal Information” shall mean any information exchanged under this Agreement that (i) identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses, or other unique identifiers); or (ii) that can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data or ‘personal information under applicable law).

aa.        “Schedule Order” shall mean an Order to be fulfilled at a particular time later in the same day or at a later date.

bb.        “Terms” means the provisions herein.

cc.          “Third Party Platform” means a technology interface, such as a middleware technology platform that supports and enables Customers to request Merchant products and You to request Contractor’s Service, delivery fulfillment, purchase of VTU-services, payment-services and provide information necessary to enable such delivery fulfillment.

2.       The Parties' Relationship

i.            Pepsa is not a merchant, store owner, brand owner, the seller of goods, or delivery service; it is an online connection platform. The service provided by Pepsa is limited to referring customers to the merchant and accepting orders, payments on their behalf, and networking delivery agents.

ii.            In addition, it is Pepsa's discretion to 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.            Merchant and Pepsa agree they are independent businesses whose relationship is governed by these Terms, and any applicable terms between the Parties. Nothing in the Parties' agreements, relationship, or transactions shall create or be construed as creating any agency, partnership, fiduciary or joint venture relationship between Pepsa and Merchant (or Merchant's employees, representatives, or locations), Pepsa and Dispatcher, or Pepsa and Customers. Except as expressly set in these Terms, and any applicable terms between the Parties, each Party shall be responsible for its expenses, tax, profits, and losses.

iv.            Pepsa may carry out changes to the website, application, or service, or suspend the service, without notice. Pepsa shall hold the right to review, commission, or monetize any part of the platform at any time and interval with or without notice. 

v.            To maintain its reputation for quality and high standard of service, Pepsa 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.

vi.            The merchant authorizes Pepsa to accept orders from customers on behalf of the merchant.

3.       The Parties' Responsibilities and Right

a.      Pepsa’s Responsibilities and Rights: Pepsa will promptly:

i.            Provide the Pepsa Marketplace, e-store, and Pepsa Dispatch API using web-based technology that connects Customers, Merchants, and Dispatchers, as described in these Terms for Pepsa Platform.

ii.            May from time to time enlist Merchant on the e-store and may grant Merchant the opportunity to display and sell the Pepsa Marketplace platform.

iii.            Display Merchant’s logo; a listing of the Merchant Stores; and Merchant Products on the Pepsa Platform;

iv.            Accept Marketplace Orders from Customers and forward the order to the merchant through the Pepsa Marketplace.

v.            Forward each marketplace order to Dispatcher when requested by Customers, so that Dispatcher can pick up the applicable Merchant Product(s) from Merchant Store Address to deliver to Customer.

vi.            Pay the Merchant in accord with the Parties' agreements, deduct the applicable Commission Rate, marketing fees (for identifiable orders), subscription fees, Activation Fees, and any other fees (in each case, as may be adjusted by Pepsa as required by any applicable statute, regulation, executive order, or another legal requirement that is either temporary or permanent).

b.      Merchant’s Responsibilities and Rights: Merchant will promptly:

i.            Provide Pepsa with all the information necessary when listing Merchant Store, Merchant’s Product(s) on Pepsa Marketplace. This should include but is not limited to, Merchant Store name, address, time-of-opening, Merchant’s delivery price, a detailed title and description of the product(s), bar/reference code, products sales price, quantity-in-stock, product brand, picture, and other relevant details;

ii.            Monitor Merchant’s product(s) and store information on the Pepsa Platform, promptly make updates via the e-Store Portal to reflect the most up-to-date products, pricing, and other information, or immediately notify Pepsa of any changes or errors in writing;

iii.            Guarantees that the information provided by him does not violate any third party's copyright;

iv.            Will never knowingly deceive a potential customer by misrepresenting Merchant’s store or/and Merchant’s product(s);

v.            Accept and confirm all Marketplace Orders placed on Pepsa from Merchant’s stores;

vi.            Prepare the Merchant Products for each Marketplace Order for pickup by the Customer or Dispatcher at the designated time;

vii.            Process Marketplace Orders in the order in which they are received;

viii.            Timely update of any changes to the pricing, availability, description, or other characteristics of the Merchant Products on e-Store portal;

ix.            Update its days and hours of operation, and remain open for business on Pepsa the same days and hours of operation as Merchant’s in-store business;

x.            Notify all Merchant store staff members of the relationship with Pepsa immediately upon execution of this Agreement;

xi.            On an ongoing basis, review and confirm the transactions, fees on orders via the Merchant Portal, and promptly communicate to Pepsa any inaccuracies;

xii.            Will only contact the customers no more than is necessary for processing the transactions referred by Pepsa. In particular, the merchant will not send any advertising email, call, messages, or other commercial advertisements to the customer without prior agreement from Pepsa or the expressed wish of the customer. When delivering products sold via Pepsa, the merchant will not advertise any of Pepsa's competitors.

xiii.            Will process orders and arrange delivery (only where Merchant’s delivery applies) with all reasonable care the moment receipt of confirmation of sale is received through the e-Store portal. The delivery options and time selected by the Customer are binding, orders should be fulfilled within the timeframe provided.

xiv.            Repeated stock-outs and order cancellations will result in the removal of the merchant and all their products from the Pepsa Marketplace platform.

xv.            If the merchant cannot fulfill an order submitted to him, the Merchant must notify the Customer as soon as possible, and within 1 hour of receiving the order at the latest.

xvi.            Guarantees that there are no ongoing criminal, bankruptcy or tax proceedings, or other penalties outstanding about the products they are selling through the platform.

xvii.            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.

xviii.            Merchant agrees that Merchant holds title to the goods or products that Merchant provides through the Platform until the goods are picked up from Merchant, and that title passes from the Merchant to the Customer upon pickup at the Merchant’s location. Merchant agrees that neither the Pepsa nor Dispatcher holds title to or acquires an ownership interest in any goods or products that Merchant prepares or provides through the Platform.

xix.            Notify Customers of the cart, ready, dispatched fulfilled, and cancelled order(s);

xx.            In the case of Merchant delivery, the Merchant shall notify the Customer before sharing telephone numbers and other personal contact information with delivery personnel, any courier agent or individual, request the Customer’s consent to receive delivery status updates by e-mail, text messages, and telephone calls from Dispatchers or another delivery contractor.

xxi.            The merchant representative will provide the Customer and Pepsa with a copy of his/her valid Identity Card at the contract signature.

xxii.            Mediation between Merchant and Customer will be from time to time the sole right and responsibility of Pepsa. Merchant shall be binding by the reasonable discretion of Pepsa in matters relating but not limited to customer services, sales, delivery, quality of the product(S) displayed or sold, cost of products or services, payment, return and refund.

4.       Commission

i.            The Merchant agrees that Pepsa may add a pre-fixed percentage commission to the merchant’s provided product sales price before displaying the price to customers. Depending on the sub-category, there will be different commission percentages for certain items or product sub-categories.

ii.            The Merchant agrees to pay Pepsa the fixed percentage commission on any sales and the fixed commission on delivery made through the Pepsa platform.

iii.            Pepsa may start charging additional fees for store lists, store-type, and the sale of goods through the Pepsa platform at any point. These may include but are not limited to, listing fees, multiple branch locations, locational store-type, multiple photos fees, and enhanced marketing fees.

iv.            Pepsa reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the merchant. Pepsa will give the merchant adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which may require an additional agreement on the change.

 

5.       Order Equipment

Concerning the Pepsa Platform, the Merchant will install any equipment reasonably required by Pepsa for Merchant to receive and process Orders (including, without limitation, mobile phone, tablet, desktop computer, laptop, Bar/QRcode scanner, internet facility, or other automated electronic means of receiving Orders) (“Order Equipment”). If any Order Equipment is provided by Pepsa, Merchant will pay Pepsa an Order Equipment Fee, as outlined in the Sign-Up Sheet, in exchange for the right to use the Order Equipment to access the Pepsa Platform to receive, process, and accept Marketplace and fulfill Orders. Any Order Equipment provided by Pepsa will remain Pepsa’s sole property and may be used solely for purposes related to fulfilling Merchant’s responsibilities under this Agreement. Merchant will inspect all hardware and shall notify Pepsa in writing if any Order Equipment is missing or was damaged as soon as practicable after discovering such damage. Pepsa may restrict or rescind Merchant’s right to use the Pepsa Platform at any time by giving notice. Merchant will be responsible for any damage to or loss of any Order Equipment provided by Pepsa (including ordinary wear and tear).

6.       Customer online payment

Merchant grant Pepsa the right to collect payment for relevant order and transaction fees in Pepsa's name on behalf of the merchant, and pays it out to the merchant according to the invoicing agreement. The merchant will keep receipts of Merchant Delivery to customers for at least 15 months and make those available on request. In case of problems that may cause the order to be withdrawn, or in case of a delivery failure, the merchant must immediately notify Pepsa by email and/or phone so that the payment may be canceled

7.       Payment, Process, Fees, and Taxes.

i.            Pepsa will deposit into Merchant wallet payment for Merchant Product and Merchant Delivery fulfilled by Merchant within 48 hours after delivery (except stated otherwise), subject to change with no less than 10 days’ notice to Merchants by email or service notification. Pepsa shall be entitled to deduct from such payments Pepsa’s Commission Rate, marketing fees (for identifiable orders), Activation Fees, subscription fees, and any other fees which Pepsa may notify you regarding with at least 7 days advance written notice. If Merchant has opted for Pepsa to provide Order Equipment, Pepsa will also deduct a weekly Order Equipment Fee, as may be set forth outlined in Equipment term Sheet, in exchange for the Merchant’s right to use the Order Equipment to access the Pepsa Platform to receive, process, and accept Orders. Merchant agrees that Pepsa and/or its third-party partners may charge the Customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee where applicable in Pepsa's sole discretion. Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. If the Merchant raises the price for a Product(s) item, Pepsa shall not be required to remit the higher price to the Merchant until 3 business days after the Merchant first provides notice to Pepsa of such pricing change.

ii.            Payment processing services for Merchants on the Pepsa Platform are provided through the Pepsa-Wallet and/or by a third-party payment processor and are subject to related agreements. By agreeing to these Terms, Merchant agrees to be bound by the Pepsa-Wallet and Third-party service Agreement, as the same may be modified by parties from time to time. As a condition of Pepsa enabling payment processing services through a third-party payment processor, Merchant agrees to provide Pepsa accurate and complete information about Merchant’s representative and its business, and Merchant authorizes Pepsa to share it and transaction information related to Merchant’s use of the payment processing services provided by the third-party payment processor. Upon account creation, Merchant shall be solely responsible for the accuracy and integrity of the information associated with their account(s). Pepsa will not be responsible for making additional payments to Merchants due to missing or inaccurate information.

8.       Deposits and Withdrawals

(a)    You can deposit the funds into your Account with one of the payment methods made available by Pepsa. If you deposit funds using a payment method (bank account, Pay later loan, credit or debit card) that is not registered or issued in your name, and without limiting our rights, we may

   i.      suspend your Account and/or

 ii.      request from you additional information and documentation we may deem necessary to demonstrate that you are authorised to use the respective payment method. Your Account may remain suspended until you provide and we verify the information and/or documentation requested. Any bank account you register under the Account, at Account registration or otherwise, must be operated by a Nigerian-licensed bank and registered only in your name. In no way does this limit the other remedies that may be available to us in the event that you did not have permission and authorisation to use another person’s payment method or if any of the Services require the deposit(s) to be made from the payment method that is issued or registered in your name. Pepsa does not charge fees for deposits made by bank transfers, credit or debit cards however, your payment provider’s charges may apply. Any deposits that are subject to the bonus promotion offer will be regulated by the bonus promotion rules and may not be available for withdrawal.

(b)   The Account is provided to you solely to enable you to use the Services and pursuant to the Terms of Use only. Your Account should not be used as a banking facility and will not generate any interest. Deposits should only be made with a view to using the funds to place orders or perform commerce base transactions. If you, for whatever reason, appear to be depositing or withdrawing money without genuine order or transactions, Pepsa reserves the right to suspend or restrict your Account and to investigate the relevant activity. This may result in the Account being terminated.  In such circumstances, we reserve the right, in addition to any other rights we have, to set off from your Account, without prior notice, any bank charges we have incurred.

(c)    Pepsa reserves the right to change the payment methods we accept from time to time. Furthermore, in our absolute discretion and without giving reason, we reserve the right to refuse to accept any type of payment method presented to us irrespective of whether we have previously accepted such payment method type from you or would usually accept that payment type from any User.

(d)   The User may withdraw the available cash balance of the Account (this will include any transaction income or bank deposit) by making a withdrawal request. The withdrawals can be made only into the bank account registered with Pepsa.

(e)    Pepsa reserves the right to reject any withdrawal of funds if it appears to be linked with the transactions predominantly performed with the purpose of allowing the transfer of money from one payment method to another, including, without limitation un-used deposits withdrawals and in the event the User cannot provide satisfactory evidence of the payment method ownership.

(f)     Pepsa may undertake any verification checks at withdrawal as may be required by Pepsa or by third parties (including, but not limited to, regulatory bodies). Pepsa may suspend the availability of any withdrawal method and/or the withdrawal function available under the Account until the completion of the verification checks and/or suspend the Account and/or any of the Services availability. Upon withdrawal request initiated by you, Pepsa may request you to send us a copy of your ID (front/rear) and any or all of the following documents:

         i.            In the case of credit card transactions, a copy of the card used to make the payment, showing the last 4 digits only;

       ii.            A copy of an official document (bank statement, debit card statement etc.) no older than one calendar month, showing your name, billing address, bank account number and Pepsa-related transactions where applicable;

     iii.            Any other document that may be relevant in order to complete the check.
Your cooperation and compliance with our requests will speed up the verification process.

(g)    The withdrawals are generally processed within 2 banking days, subject to a verification process which may apply. Pepsa does not accept any liability for any delays which may be due to the payment provider.

(h)   The User shall not attempt any charge-backs, reversals or otherwise cancel any deposit previously made into the Account. If we incur any charge-backs, reversals or other charges in respect of your Account, we reserve the right to charge you for and/or set off from your Account balance the relevant amounts incurred.

(i)      We reserve the right to withhold payment and to declare transaction, tips or deposit void if we reasonably believe you have breached these Terms of Use, including, without limitation, pursuant to the terms and conditions applicable to any specific Services, you buy or sell items,  or you were under the age of 16 when you registered the Account, another person made deposits into or withdrawals from your Account, we have not been able to verify your identity of any of the statements you make in the course of the use of your Account or when requested by Pepsa. If you owe any money to us or our partners for any reason, we have the right to offset the amount owed against money in your Account (including in any identified duplicate Account), as may be applicable, or money that you have otherwise earned, before making any further payments to you or permitting you to withdraw any funds from your Account

(j)      You are responsible for reporting your transaction income to the tax and/or other authorities as may be applicable from time to time.

 

 

 

9.       Refunds and Re-Orders

Refunds and re-orders will be addressed as follows:

a.       Marketplace Order Refunds

If Pepsa, in its sole reasonable discretion, has to issue a refund, credit, or re-order on a Customer’s Order, Merchant will prepare the products to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order, as applicable, unless the refund, credit or re-order is due to the fault of the Pepsa or Dispatcher.

b.       Dispatch Order Refunds

Merchant acknowledges and agrees that Pepsa shall be responsible only for facilitating the delivery of Merchant Product(s) to Customers. Merchant shall be solely responsible for any customer complaints regarding Merchant Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Merchant Product(s). Merchant agrees not to refer any Customer complaints directly to Pepsa. Any complaints regarding the timeliness or quality of a Dispatcher’s delivery service shall be reported by the Merchant to Pepsa. If the completion of a Dispatch Order is more than 2 hours late and due to the fault of Pepsa, Pepsa will reimburse Merchant for all or a portion of the delivery cost of the applicable Dispatch Order. If Merchant elects to refund a Customer for any reason, such an election shall not obligate Pepsa to provide a corresponding reimbursement to Merchant. If a Merchant Product has been visibly damaged with proof from Customer, Pepsa may reimburse Merchant for all or a portion of the order subtotal. For this agreement, “Merchant Product” is the actual grocery items, food or beverage item, and/or other items captured in subcategories of the e-Store portal, not the packaging that contains the Merchant Product. In no event shall Pepsa be obligated to issue any refunds directly to Customers.

c.    Customer Pickup and Merchant Delivery Refunds

Pepsa shall be responsible for customer support issues relating to the ordering of Merchant Products and issues relating to the Customer’s Pepsa account. All other customer issues or complaints will be Merchant’s sole responsibility. If Pepsa, in its sole discretion, determines to issue a refund, credit, or re-order for a Customer’s Order, Merchant will make available the same order according to specifications as the original Customer Pickup or Merchant Delivery Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order.

10.   Merchant Content and Trademark; Photographs of Products Items

i.            During the Marketplace Term, Merchant grants Pepsa a royalty-free, non-exclusive, limited, revocable, and non-transferable right and license to use and display the Merchant Content in the provision of services to Merchant, including, where applicable, listing Merchant as a merchant on the Pepsa Platform(s), referencing Merchant as a Pepsa partner, promoting Pepsa’s products and services, and sharing Merchant Content with third parties, including third-party services which enable Pepsa Customers to access the Pepsa Platform (including its web pages) for Orders. As used herein, “Merchant Content” includes, without limitation, Product, photographs (either provided by Merchant or adopted data), business information and Merchant Product descriptions (either provided by Merchant or adopted data), trademarks, logos, Merchant name, location, URL, phone number, and other materials provided by Merchant to Pepsa.

ii.            If photographs of Merchant’s Product items are not available or if they do not meet Pepsa’s requirements, as reasonably determined by Pepsa, then Merchant consents to Pepsa (i) engaging a professional photographer to take photographs of Merchant’s products items or other products, (ii) enhancing the quality of Merchant’s existing photographs, (iii) using stock photographs of the menu item or other products, or (iv) using photographs from Merchant’s website or social media channels, and displaying such photographs on the Pepsa Platform as representations of Merchant’s Product items; provided that Merchant may contact Pepsa support to have such photographs removed from the Merchant’s store listing and, in such event, Pepsa will comply promptly.

11.   Liability

i.            The merchant indemnifies Pepsa from all claims arising about matters outside Pepsa's control, including but not limited to the quality of goods and services provided by the Merchant. The merchant further indemnifies Pepsa from third parties' claims resulting from any violation of laws and regulations by the seller.

ii.            Pepsa cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.

iii.            VAT liability rests with the Merchant and Pepsa will not be responsible for any VAT issues.

12.   Privacy

i.            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, suppliers, and business partners.

ii.            Merchant agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner Pepsa Data, including without limitation Personal Information, except as required to perform under this Agreement. Merchant shall keep Pepsa Data secure from unauthorized access and maintain the accuracy and integrity of Pepsa Data in Merchant’s custody or control by using appropriate organizational, physical, and technical safeguards. If Merchant becomes aware of any unauthorized access to Pepsa Data, Merchant will immediately notify Pepsa, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Pepsa.

iii.            Merchant agrees to implement and use security procedures, protocol, or access credentials as reasonably requested by Pepsa and will be responsible for damages resulting from Merchant’s failure to comply. Merchant will not allow any third party to use the Pepsa Platform and will be responsible for damages resulting from sharing Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to Merchant’s account. Merchants may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the Pepsa Platform; damage, destroy or impede the services provided through the Pepsa Platform; transmit injurious code; or bypass or breach any security protection on the Pepsa Platform.

13.   License

i.            Pepsa has the right to freely maintain the merchant's listing and its ranking on its various Platforms. Pepsa offers customers the opportunity to give ratings and reviews of the merchant's goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers.

ii.            Pepsa reserves the right to delete, rate and reviews your account, products and activities. Pepsa may scan, transcribe, and publish online the merchant's listings, logos, products, images and other materials required. The merchant grants Pepsa a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by him, for advertising Pepsa's service. In particular, this includes use in Google AdWords campaigns, domain name registrations, and other online marketing and search engine optimization measures.

14.   Terms and Termination

i.            This agreement is valid as soon as the merchant signs the contract, or fulfills the order referred by Pepsa, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, post, or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for an important cause remains unaffected.

ii.            The right to immediate termination, in particular, covers the case where the merchant repeatedly receives negative ratings and reviews on the website, and when these are not unjustified. Repeatedly providing misleading information or withholding information required to present the merchant's items is also grounds for immediate termination. Typos, mistakes, and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

15.   Modifications

i.            If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause with a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.

ii.            Pepsa reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. Pepsa may, at its sole discretion, remove Merchant Products or Stores from the Pepsa Platform if Pepsa determines that such Merchant Product or Merchant Store could subject Pepsa to undue regulatory risk, health, and safety risk, or other liability. Pepsa may, at its sole discretion, remove any Merchant virtual brand concept from the Pepsa Platform if Pepsa determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by Pepsa. Pepsa also may revise these Terms from time to time. We will notify Merchants of material revisions via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

iii.            Any terms and conditions of the merchant are not part of this agreement unless Pepsa expressly agrees to adhere to them in writing.

16.   Dispute Resolution

a.      Scope of Arbitration Agreement

i.            Any dispute, controversy, or claim arising out relating to or in connection with this contract, including the breach, termination, or validity thereof, or the relationship between the parties and their personnel (collectively “Disputes”) shall be finally resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advance only on an individual (non-class, non-representative) basis; and

ii.            You or Pepsa may seek injunctive relief in court for infringement or another misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Pepsa and Merchant agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all Disputes and shall be binding upon and enforceable by not only the parties, but also their affiliates, subsidiaries, and their respective owners, officers, directors, managers, and employees. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. If you agree to arbitration with Pepsa, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any such class, collective, and/or representative lawsuit. Instead, by agreeing to arbitration, you may bring your claims against Pepsa in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator.

b.      Informal Resolution

You and Pepsa agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Pepsa, therefore, agree that, before either, you or Pepsa demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice unless an extension is mutually agreed upon by the parties. To notify Pepsa that you intend to initiate an informal dispute resolution conference, email PartnerResolution@pepsa.com.ng, providing your name, the telephone number associated with your Pepsa account (if any), and the email address associated with your Pepsa account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

c.       Arbitration Rules and Forum

This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. If for whatever reason the rules and procedures of the Federal Arbitration Act cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference under paragraph 15(b). If this notice is being sent to Pepsa, it must be sent by email to the counsel who represented Pepsa in the informal dispute resolution process, or if there was no such counsel then by mail to General Counsel, at the address provides on this agreement page. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically stay pending the outcome of that proceeding.

d.      Arbitration Appeal

If the arbitration award includes any injunction or a monetary award that exceeds 0ne million naira (N1,000,000), then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. 

e.      Waiver of Jury Trial

You and Pepsa waive any constitutional and statutory rights to sue in court and receive a judge or jury trial. You and Pepsa are instead electing to have all Disputes resolved by arbitration, except as specified in Section 15(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

17.   CONTACT INFORMATION

Pepsa welcomes your questions or comments regarding this Terms:

PEPSA TECH. AND INVEST MENT LIMITED

Block E/3, Trade Fair complex, Samonda, Sango,

Ibadan, Oyo State, Nigeria.

Support Email: Support@pepsa.com.ng

Telephone Number: +234 808 363 7436