Terms and Conditions applicable to Vendors using ZuriZone Marketplace

ZuriZone Marketplace is a digital products market place with a buyer and a Vendor side. These terms and conditions are the Contract between you (“vendor”, “Vendor”, or “author”) and ZuriZone Marketplace (“us”, “we”, “ZuriZone”). By joining ZuriZone Marketplace as a Vendor or using Our Website, you agree to be bound by them.

These additional terms for Vendors (“Vendor Contract”) are an extra part of the ZuriZone Marketplace Terms of Use (https://zurizone.com/terms-of-use/) that apply specifically to Vendors on the ZuriZone Marketplace. You’ll need to agree to them before you can become a vendor. These govern the relationships, rights and obligations of Vendors to us and buyers using ZuriZone Marketplace. You agree to put your items on ZuriZone Marketplace and make them available to buyers on the basis stated in the ZuriZone Marketplace Terms and these Vendor Terms.

When we say ‘you’ in this Contract we are referring to you, the Vendor whose details are listed as the ZuriZone Marketplace account holder. All other words defined or explained in the ZuriZone Marketplace Terms have the same meaning here. If there’s any inconsistency between what we say in these Vendor Terms and what is in the ZuriZone Marketplace Terms, what we say in these Vendor Terms prevails.

As a Vendor on the ZuriZone Marketplace platform you have responsibilities to us and buyers of your items. Please take time to review these Vendor Terms carefully. Read on for details about your vendor responsibilities, warranties, and the process of selling your items on the ZuriZone Marketplace and how you can earn money with us.

  1. Definitions
  1. “Vendor” is an eligible and approved user who makes items available for sale on the ZuriZone Marketplace platform.
  2. “Vendor fee” is what you are charged by ZuriZone for use of our platform and services as a vendor.
  3. “Website” refers to the ZuriZone Marketplace platform (“the web site”) available online at https://zurizone.com , and includes all web pages controlled by us.
  4. “Account” means Vendor’s Marketplace account, which is accessible through the Website.
  5. “Applicable Law” means all requirements of federal, national, state, county, or other jurisdictional laws, regulations, ordinances, and administration orders and rules of Kenya and all other countries in which the Products are produced, sold, or delivered.
  6. “Business Day” means a day, Monday through Friday (Kenya, East Africa local time), on which banks are open and transacting business that is not a national holiday.
  7. “Customer” means any customer accessing the Marketplace, or placing or receiving any order for Products via the Marketplace.
  8. “Customer Order” means an order of a Product by a Customer.
  9. “List price” is the price you see on an item page on ZuriZone Marketplace.
  10. “Item price” the total price a buyer pays for an item and is made up of the item price less transaction fees.
  11. “Item support” the support provided by you to buyers of items you sell; could be via phone, email, support ticket, or chatting system, etc.
  12. “Content” means the textual, visual or audio content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material, and all other product or service related material Posted by you.
  13. “Post” means to place on or into Our Website any Content or material of any sort by any means.
  14. “Product” means the downloadable item offered for sale by you on Our Website.
  15. “Product Listings” means the offers Vendor creates for display on the Marketplace related to the sale of products.
  16. “Service” means all of the services available from Our Website, whether free or charged.
  17. “Service fee” the fee for the services buyers get from ZuriZone Marketplace like buyer support, fraud protection, item quality control and other related buyers services.
  1. Statements

ZuriZone operates e-commerce website (“ZuriZone Marketplace”) directly, and not through subsidiaries. ZuriZone offers unrelated Vendors the opportunity to list digital merchandise for sale directly to Customers on its website.

ZuriZone wants to offer Vendor the opportunity to sell goods or services through its Marketplace.

Vendor wants to sell goods or services to Customers using the ZuriZone Marketplace website.

The parties therefore agree as follows:

3.1. Vendor Statements

Vendor states that: (a) Vendor has authorized the individual executing this agreement or registering Vendor for access to the Marketplace to bind Vendor, (b) Vendor is authorized to enter into and perform its obligations under this agreement, (c) Vendor believes that its performance under this agreement will not violate any other agreement, and (d) Vendor is commercially sophisticated.

3.2 ZuriZone Statements

ZuriZone states that: (a) it has the authority to enter into and perform its obligations under this agreement, and (b) it believes that its performance under this agreement will not violate any other agreement.

  1. Relationship between Us and You

4.1. Our Contract: Nothing in this Contract is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us. Neither ZuriZone nor Vendor can act on behalf of the other in any way. However, you appoint us as your limited agent only for specific purposes. The relationship between us is solely that:

  1. In consideration of a commission and fee charged by us, we provide for you an internet market place to sell your digital goods.
  2. We act as your agent solely in the collection of money paid by your buyers.
  3. If you place a product for sale on Our Website, you do so subject to these terms.
  4. When you place a product on Our Website, you will be bound to provide all the information required by us.
  5. Although we are not a party to your contract with a buyer introduced to you via Our Website, we may remove your Products from offer if a customer or Our Website visitor has a valid complaint against you.
  6. We may change this agreement in any way at any time. The version applicable to your contract is the version which was posted on Our Website at the time that the contract was made.
  7. Subject to this agreement and to the procedures set out on Our Website, you may enter a Product for sale through Our Website.
  1. Becoming a Vendor

Joining ZuriZone Marketplace as a Vendor and posting items for sale is currently free. We do retain a proportion of each sale, which at the moment is 20% of the item’s sale price.  This amount may change at any time, but you will be informed by email if any changes are made.

  1. Joining is free: Becoming a vendor and putting your items up on the ZuriZone Marketplace is free but there is a review process. There are a few things you warrant in exchange for the right to be a vendor, which are outlined in these Vendor Terms.
  2. Steps to become a vendor: There are easy steps you follow to sign up as a vendor, which are outlined on the ZuriZone Marketplace vendor registration page. In our Vendor Resource Centre you’ll find instructions and resources to help you get started along with information about payment, submission requirements and other important details about being a vendor.
  3. Use of the Marketplace:  Vendor may register to sell on the platform. If Vendor registers on the ZuriZone Marketplace, Vendor will be bound by the terms of this agreement. ZuriZone may accept or reject Vendor’s registration to access the Marketplace.
  4. Marketplace Policies: ZuriZone may publish or amend Policies governing Vendor’s access to or use of the Marketplace. If vendor registers on the Marketplace or continues to offer products for sale on a Marketplace, the Vendor will be bound by the Marketplace’s then current Policies.
  5. Marketplace Design and Access: If ZuriZone accepts Vendor’s registration for the platform, ZuriZone will provide Vendor access to the Marketplace as a platform for Vendors to post offers for sale to Product Listings and facilitate the sale of Vendor’s Products to Customers. ZuriZone may determine or change any aspect of the Marketplace without notice to Vendor. ZuriZone may stop providing Vendor access to a Marketplace without notice to the Vendor.
  1. Selling Your Products
  1. Licensing: When you ‘sell’ an item, you are making your item available to buyers to download and use that item under certain conditions. You’re not actually selling the item itself. What you’re selling includes a license directly to the buyer to use that item under the relevant license options applicable to the product.
  2. Pricing: As a vendor, you are responsible for setting the prices for your items. This is known as ‘Vendor Driven Pricing’. You must make all pricing decisions independently. The list price for an item is made up of the item price, and is exclusive of transaction fees and taxes (if applicable).
  3. Earnings and Commission: When your item is sold on ZuriZone Marketplace, you will earn the item price component of the list price less a vendor commission that we charge. The Vendor fee is what you are charged by ZuriZone for use of our platform and services as a vendor. The Vendor commission you pay to us is currently 20% of the item list price, and we can change the rate at our discretion, from time to time. Any changes to these rates will take effect on and from the date on which notice of the variation is posted by us on the ZuriZone Marketplace website.
  4. Review Process: We have rules about what we accept and don’t accept and you can read up on these in our Vendor Resource page. Although we always like to provide constructive feedback we’re not obliged to give you any reasons for rejecting your item. We have the final say on whether items are accepted for ZuriZone Marketplace.
  5. ZuriZone is Not Vendor of Record: Sales of Products on a Marketplace are between Vendor and Vendor’s Customers; ZuriZone is not the Vendor and is not a party to such transactions. Vendor’s listing of Products on a Marketplace does not imply that ZuriZone endorses or is affiliated with Vendor or Vendor’s Products.
  6. Removal of your item: We have the right to remove an item for any reason, using our reasonable discretion. For example, we may review the libraries to keep the ZuriZone Marketplace fresh and full of quality items that meet the latest technical standards and market trends. Also, issues about an item might be brought to our attention such as errors, representations, or even violations. Our goal is always to address these situations with you constructively. We also aim to give you notice before an item is removed, but this is not always feasible or possible, so we can’t guarantee this. We will not be responsible for any loss that you may suffer as a result of your item being removed.
  1. How Do Payments of Earnings Work

These sections explain how earning an income works on the ZuriZone Marketplace and important information about payments to your account and deductions from your account.

7.1. Earnings payment: We will pay you the item price component of the total price less the Vendor fee. In order for us to do this, you authorize us to collect payments, to credit your ZuriZone Marketplace account with your earnings, and to payout your earnings to you.

7.2. Thresholds: We’ll make payments of your earnings based on certain minimum threshold amounts. Our current minimum payout threshold is $100 USD.

7.3. Payment Schedule and Payout Methods:

  1. You authorize us to hold the balance of your earnings until they are paid out to you, the ZuriZone account holder.
  2. A Vendor must have been a Member of ZuriZone Marketplace for at least 30 Days to be eligible for payouts.
  3. Where your earnings reach certain threshold amounts, we make monthly payouts of your earnings to your Bank Account, Mobile Money Account, or Online Wallet.
  4. When we get a request for payment, we’ll pay you at the next payment cycle. Payouts are processed on the 28th of each month.
  5. If the 28th day of the month falls on a weekend or a Kenyan public holiday, then payouts will be processed the following business day (Monday-Friday).
  6. You must provide us with the correct details and payment method when you set your payment destination.
  7. Despite section 7.3 (d) above, we reserve the right to pay your earnings to you, at any time, at our discretion.
  8. You may bear some or all expenses incurred by us in paying monies to you.

7.4. Potential deductions:

  1. Some payment methods available for customers to buy your items may involve payment companies that have their own standard terms and conditions regarding refunds, chargeback, fees and unauthorized transactions (which we don’t control). If a ZuriZone Marketplace transaction on an item is subject to payment agents’ refunds, chargeback, fees or unauthorized transactions, we may automatically deduct those amounts from your ZuriZone Marketplace account.
  2. You or we may also decide to issue a credit or refund to a buyer in certain circumstances involving issues with your item outlined in the ZuriZone Marketplace Refund Policy (https://zurizone.com/refund-policy/), or transactions that may be reversed for other reasons. If that happens, we reserve the right to deduct from your ZuriZone Marketplace account any amount that would otherwise be payable to you.
  3. If you breach any warranty you have made to us we may offset any amount that we have to pay to anyone else as a result of your breach, against any payments due to you.

7.5. Payment errors: We will continue to hold your earnings if we are not able to pay your earnings to you for whatever reason, including if:

  1. We do not have the correct payment details;
  2. We can’t contact you using the contact details that you have supplied;
  3. You have not made a request for payment; or
  4. You are asking for payment to be made to a person, an institution or a country that we are legally prohibited from making payments to, or where there are limitations in the banking systems.

7.6. Currency conversions: Whenever we make a payment to you as a vendor, you are responsible for all costs of converting the amount of the payment from US dollars or Kenyan Shillings into your preferred currency. Your financial institution does the currency conversion and may charge you additional fees (we don’t control either the conversion rates or your financial institution’s fees).

7.7. Holding earnings: If we decide that an item of yours does not comply with an applicable law or any of our rules or guidelines, including the ZuriZone Marketplace Terms and these Vendor Terms, we can at our discretion disable the item or your membership. We may also hold any earnings on that item or your account for up to 90 Days, and may release those held earnings during that period if we are satisfied that any dispute or issue about your item has been resolved.

  1. Use of Marketplace Systems
  • Vendor Credentials: Vendor shall maintain the security of Vendor’s log-in credentials (username, password, vendor id, etc) to Marketplace. Vendor is responsible for any expense, loss, or liability caused by the loss or breach of those credentials.
    • No Unauthorized Use: Vendor shall not use the Marketplace or any of its systems, code, or APIs:
    • to violate the security of, or gain unauthorized access to, any computer, computer network, or other device or system;
    • to discover passwords or security encryption codes;
    • to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Marketplace;
    • to collect any information about Customers;
    • to reformat or frame any portion of the Websites;
    • to attempt to duplicate all or any part of the Marketplace or its code, or to attempt to reverse engineer or decompile any code, or to attempt to create a substitute or competing marketplace service; in a manner that would be detrimental to the function of the Marketplace or to other Vendors’ or Customers’ use of or access to the Marketplace.
    • No Archive Use: Vendor acknowledges that ZuriZone is not providing archive services and that the Marketplace is not intended to function as archives. Vendor is responsible for maintaining independent archival and backup copies of Vendor’s information.
  1. Use of Your Digital Assets

9.1. Buyers’ use of your item: We are not liable for any loss suffered by you as a result of a buyer or any other person making use of your item contrary to the ZuriZone Marketplace Terms or the item’s license.

9.2. Other Vendors use of your item: A ZuriZone Marketplace Vendor may use a watermarked preview of your item in a preview of another item on any ZuriZone Company site without requiring your permission and without compensating you. The watermarked item is credited either by providing a link to your item on the ZuriZone Marketplace or by otherwise attributing your ZuriZone Marketplace item to you.

9.3. Our use of your item: We may use whole or part of your items to promote ZuriZone Marketplace. This promotional use may include use in public relations, emails, on a features page, or on other sites (e.g. social networks). No compensation is payable for these uses.

  1. Responsibility for Vendor Taxes

10.1. Vendor is responsible for:

  1. determining whether Vendor Taxes apply to a Customer Order;
  2. collecting, reporting, and remitting the correct Vendor Taxes to the appropriate tax authorities;
  3. reviewing, determining, and maintaining the correct product tax codes,
  4. calculation settings and all related information for Products; and
  5. reviewing all tax-exempt transactions.

10.2. ZuriZone is not responsible for:

  1. determining whether Vendor Taxes apply to a Customer Order;
  2. collecting, reporting, or remitting Vendor Taxes to any tax authority (except as required by Applicable Law to do so);
  3. Vendor’s use of or reliance on tax data or services provided by ZuriZone or Tax

Authorities, or for providing tax advice to Vendor;

  • Calculating, reporting, collecting or paying any product-based excise taxes or any fees or surcharges;
  • Providing support for tax exemptions based upon the identity of any individual, corporation or other entity, or the intended use of a product by any individual, corporation or other entity;

10.3. We may collect geographical location information to determine your location. You may be required to give us tax-related documentation or information to help us identify you. Information and documentation may be used for tax purposes, so the information you give us must be accurate. We may disclose or submit your tax information to regulators and government authorities in connection with our compliance procedures and obligations.

  1. Vendor Warranties, Responsibilities, and Indemnities

11.1. Warranties:

As a vendor you warrant to us and each buyer of your items that:

  1. the item is of acceptable quality and fit for the purpose for which it is ‘sold’;
  2. the item matches the description given by you on the item preview page, as well as any item preview;
  3. you will honour any express warranties given to buyers that are not contained in the ZuriZone Marketplace Terms;
  4. you have rights necessary to license that item on the terms of the applicable license;
  5. the buyer’s use of that item in accordance with the terms of the applicable license does not infringe the intellectual property rights of someone else;
  6. the item and its description are not false, inaccurate, misleading, fraudulent, unlawful or defamatory;
  7. the item and its description do not violate any applicable law or regulation (including those governing export control, consumer protection, unfair competition, criminal law, pornography, anti-discrimination, trade practices or fair trading);
  8. the item does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
  9. where relevant, you have the appropriate model or property release for your item and you can produce a copy of that model or property release when requested by us or a buyer of your item;
  10. you will process a buyer’s information in accordance with applicable privacy law and data protection regulations.
  11. If you make your items available on ZuriZone Marketplace for free, then the warranties you make to buyers also apply to anyone who downloads your item from ZuriZone Marketplace.
  12. You give an indemnity (legal protection) to and are liable to each buyer of your items.

11.2. Responsibilities:

As a vendor you have responsibilities to us and buyers of your items. Take a moment to understand your responsibilities. As a vendor you warrant to us that:

  1. you will not use ZuriZone Marketplace to offer prohibited goods or services to buyers;
  2. you will follow any Vendor guidelines provided by us, act in good faith, and provide assistance and co-operation as we reasonably request;
  3. information and documentation you give us (like your name, email address, phone number, and physical address, etc) is accurate; and
  4. you will provide buyers of your item with support for the included support period and any support extension period, unless we agree otherwise.

11.3. Indemnities:

Vendor shall indemnify the ZuriZone Parties from any loss, expense, or liability of any kind incurred in connection with any Covered Claim. “Covered Claim” means a non-party suit, claim, or demand of any kind arising out of:

  1. Vendor’s breach of this agreement or Applicable Law;
  2. death, illness, personal injury, or property damage arising out of or resulting in any way from any actual or alleged defect in a Product;
  3. any act or omission of the Vendor, its agents, employees, or subcontractors relating to the sale of a Product;
  4. any actual or alleged breach of Vendor’s written warranty for a Product;
  5. any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a non-party related to a Product, Vendor Information, or Vendor Mark;
  6. a Product Listing;
  7. a Product actually or allegedly violating any Applicable Law; or
  8. Vendor’s packaging, labeling, or advertising of a Product.
  1. Disclaimer of Warranties and Limitation of Liability

12.1. ZuriZone Marketplace Disclaimer of Warranties

  1. ZuriZone hereby disclaims all warranties, representations, or guarantees of any kind, arising from any source, related to the Marketplaces or any services, information, or products available through any links on any Marketplaces.
  2. ZuriZone is providing the Marketplace on an “as is” and “as available” basis, and Vendor’s use of the Marketplaces is at Vendor’s own risk. ZuriZone does not warrant that Vendor’s use of the Marketplace will be uninterrupted, error-free, or virus-free.
  3. ZuriZone does not warrant or guarantee Vendor’s results from using the Marketplace, the sale of any Products on the Marketplace, or any services provided by ZuriZone to Vendor in connection with the Marketplace.
  4. Vendor states that sections 12.1 (a) (b) and (c) are conspicuous, that it has read and understood them, and believes that they are reasonable.

 12.2. ZuriZone Marketplace Limitation of Liability

  1. Regardless of whether ZuriZone is aware or has been advised of the possibility of the following losses, expenses, or liabilities, ZuriZone will not be liable to Vendor under any claim or theory for any special, consequential, or punitive damages, or for any lost profits, revenues, business, or data.
  2. ZuriZone’s aggregate liability from any Vendor claims related to this agreement will not exceed the total amount Vendor paid to ZuriZone under this agreement.
  3. Vendor states that sections 12.2 (a) and (b) are conspicuous, that it has read and understood them, and believes that they are reasonable.
  1. Information confidentiality

In order to facilitate a transaction on ZuriZone Marketplace, we may provide you with relevant buyer information and also may provide buyers with your relevant information (for example for invoicing or item support services). You agree that you will keep buyer information confidential and only use this information for that ZuriZone Marketplace transaction in compliance with applicable privacy and data protection laws. For detailed info about how we deal with user information see our Privacy Policy available online at https://zurizone.com/privacy-policy/

  1. Miscellaneous
  1. Assignment: Vendor shall not assign or transfer any of its rights or obligations under this agreement without ZuriZone’s written consent. Any such attempted assignment or transfer will be void.
  2. Notice: Unless otherwise specified in this Agreement, ZuriZone may provide notices to Vendor through the email address Vendor specifies in the Portal. Vendor shall send all notices to ZuriZone through the Portal. All notices provided by ZuriZone to Vendor through the Portal, or by email, fax, or any other form of electronic communications will be construed as being “in writing”.
  3. Integration: This agreement, the Policies, and any Vendor specific addenda govern Vendor’s access to and use of Marketplaces. Vendor states that it is not relying on any promises or statements of fact not contained in these documents in deciding whether to enter into this agreement.
  4. Relationship of Parties: The parties enter this agreement intending that Vendor will be an independent contractor. This agreement does not create any partnership, joint venture, agency, sales representative, or employment relationship between the parties. This agreement is for the sole benefit of ZuriZone, Customers, and Vendor, and there are no other intended non-party beneficiaries of this agreement.
  1. Governing Law and Disputes

15.1 Governing Law: The laws of the Republic of Kenya, without regard to their conflicts or choice of law rules, govern all matters relating to this agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

15.2 Disputes: All disputes related to this agreement will be filed and heard exclusively by a court of competent jurisdiction in Kenya.

  1. Contract validity and termination

16.1. Start and Term: This Agreement starts when Vendor registers on the Marketplace and continues until terminated by a party.

16.2. Termination: Vendor may terminate this agreement for any reason by notifying ZuriZone as then specified in the vendor’s portal. ZuriZone may terminate this agreement for any reason by notifying Vendor.

16.3. Effect of Termination: Upon termination, any rights or obligations of a party with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed. Any termination of this agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or customer service obligations in connection with the sale of Products hereunder, will survive termination of this Agreement. Upon termination, ZuriZone may require Vendor to maintain Holdback Funds to cover any amounts Vendor does or may owe ZuriZone, including to cover amounts Vendor will owe ZuriZone for customer chargeback.

  1. Amendment of this Agreement

ZuriZone may modify the terms of this Vendor Contract at any time by posting amendments to the ZuriZone Marketplace website and emailing a notice to Vendor at the email address provided in the vendor’s portal. If a vendor registers on the marketplace or continues to use the marketplace, Vendor will be bound by the then current terms of this agreement.

Last updated February 7, 2024