LETA STORES – SELLER TERMS & CONDITIONS

We Leta Stores (“The operator”) a brand of Leta Logistics Limited operate a physical store and an e-commerce platform consisting of a website and mobile application (“marketplace”), together with supporting logistics and payment infrastructure, for the sale and purchase of consumer and industrial goods in Uganda, (“territory”).  

The following terms and conditions shall apply to all sellers on the marketplace, as well as with our general terms and conditions of the use of marketplace.  

1.    If you register with our marketplace as a seller:

 

1.1You accept these seller terms and conditions, the general terms and conditions, and the Leta Stores codes, policies and guidelines, and as may be amended by Leta Stores from time to time, which form an integral part of the terms upon which you may use the marketplace;

1.2We will ask you to expressly agree to these seller terms and conditions; the general terms and conditions; and the Leta Stores Codes polices and guidelines, by clicking to confirm button below that you agree (and such electronic signature shall be considered as an original signature for all purposes); and/or by physical signature, if required by the laws of the territory.

1.3You are not allowed register with our marketplace as a seller, if you are an employee of Leta Stores or a family member of an employee of Leta Stores, unless Leta Stores has approved the registration in writing pursuant to its conflict of interest procedures. 

 

2.    Seller Centre

2.1If you register with our marketplace as a seller you will be able to create a store on the marketplace, using the “Seller Centre” portal.

2.2All details that are submitted may be reviewed for approval, at Leta Stores’ discretion, before they are operational.

2.3You will be solely responsible for your store, listings and products and you hereby agree that:

You shall obtain any licenses required for sale of your products on the marketplace; and to the extent required by applicable law, you shall register with relevant tax authorities and pay all relevant taxes in relation to your product sales.

2.4You understand and agree that you may only open more than one Seller account for a legitimate business reason and this shall be determined at Leta Stores’ discretion.  You shall notify Leta Stores if you (or a person or entity related to you) opens a Seller Centre account.  

2.5You shall conduct your business on the marketplace:

a)    With skill and care, and by co-operating with and acting in good faith towards Leta Stores and the buyers;

b)    In compliance with the Leta Stores Partner Code of Conduct, and other Leta Stores codes, policies and guidelines as published on the marketplace from time to time; 

c)    In accordance with ethical business practices and industry best practice; and

d)    In compliance with all applicable laws in force from time to time, including, without limitation (i) all laws, statutes, regulations and other enactments of the territory (ii) all other anti-bribery and corruption, anti-money laundering and anti-terrorism laws; and (iii) any trade or export sanctions or restrictions imposed by internationally.

2.6Without prejudice to our other rights, we reserve the right to reject, un publish and/or delete any seller store who breaches these seller terms and conditions, the general terms and conditions, or any Leta Stores codes, policies and guidelines.

 

3.    Product listings 

3.1You shall be responsible for listing your products on the marketplace by uploading to the Seller Centre a completed product page which shall include prices, detailed information, specifications and images in respect of each product.

3.2You should not publish more than one listing in respect of each product.

3.3You agree to be solely responsible for all listings submitted to our marketplace and you agree that all listings must:

a)    Constitute bona fide listings relating to products that comply with the categories and rules set out at section 4; 

b)    Comply with the rules on content in the general terms and conditions and further particularized in the Content and Image Guidelines; and

c)    Include all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including in respect of consumer protection.

3.4Listings that are submitted may be individually reviewed and approved, at Leta Stores’ discretion, before they are published on the marketplace, and you acknowledge and agree there may be a lead time between submission of the product page to the Seller Centre and the publishing of the Product page on the marketplace due to time required for Leta Stores quality control operations.

3.5Without prejudice to our other rights, we reserve the right to reject, un publish and/or delete any listings that breach these seller terms and conditions, the general terms and conditions or any Leta Stores codes, policies or guidelines. 

3.6You acknowledge and agree that: 

 notwithstanding that we may approve any listings, you shall be fully responsible for the same; and we reserve the right to impose penalties for breach of this section 3, without prejudice to our other rights.

3.7You must keep your listings up to date.  In particular, you must deactivate any listings in respect of products that have ceased to be available.

 

4.    The products

4.1The only products that may be the subject of a listing on our marketplace are products falling within the product categories specified on the marketplace.

4.2You must not advertise, buy, sell or supply through our marketplace any product that: 

i)     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;

ii)    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; or

iii)   is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit materials; swords, firearms or other weapons; ammunition for any weapon; or items that are otherwise prohibited pursuant to the Prohibited and Restricted Products Policy, as may be amended from time to time, or any applicable law.

4.3We have 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 prosecution.

4.4Promptly, following receipt of a written request from us, you must instantly submit to us any information and documentation that we may reasonably request in order to verify the authenticity of products.

 

5.    Pricing

5.1All prices of products must be stated inclusive of VAT and any other tax applicable to the transaction and in the Ugandan currency.

5.2You 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. 

5.3The pricing of your products shall comply with all applicable laws, including competition laws.  

 

6.    Fulfilment, packaging and delivery

6.1Upon receipt of a confirmation of sale from Leta Stores, you shall: 

i)     process the order by packing and labeling the product(s) in accordance with the Packaging Guidelines; and 

i)     deliver the products to our drop off point / centre in accordance with the timelines, opening hours and procedures specified in the Delivery Guidelines.

6.2Section 6.1 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 Leta Stores Express Guidelines.

6.3We 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. 

6.4You shall retain title to and ownership of the products until such time as the products are paid for in full by the buyer to Leta stores and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.

6.5Leta stores shall bear the risk of loss or damage to the products upon receipt and until delivery to the buyer.  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.

6.6Without prejudice to all our rights, we may charge you penalties in respect of breaches of the Packaging Guidelines or the Delivery Guidelines.  The amount of the penalties that may be charged pursuant to this section 6.6 shall be stated in the Seller Penalty Policy.

  

7.    Value added services

You may subscribe through the Seller’s Centre for value added services which may be available from time to time, including but not limited to: 

7.1Warehousing and fulfilment services, as provided by the Leta Stores Express Guidelines; and marketing and promotional services.

7.2In 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 Leta Stores codes, policies and guidelines referenced herein.

7.3Our 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.

 

8.    Commission and fees

8.1We shall charge you a commission in respect of each sale made on the marketplace and fees in respect of all marketplace services and any value added services, as further particularized in the commissions and fees page of Seller Centre or the relevant value added service agreement.

8.2In case of promotion funded by Leta Stores, the commission may be calculated based on the selling price, being the price set by the vendor at the time of the order.

8.3We 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.

8.4We may vary commissions and/or fees from time to time, on prior notice to you, and by updating the commissions and fees page of Seller Centre.  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.

 

9.    VAT and other taxes

9.1All amounts stated on the marketplace are stated inclusive of VAT and any other taxes applicable to the transaction.  The seller acknowledges that:

9.2commissions 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; commissions are inclusive of VAT and all other taxes thereon; and

9.3in 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 Leta Stores’ net revenues remain constant.  The seller may, in its discretion, revise prices accordingly as provided at section 5.2.

9.4The seller 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.  

9.5In 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 seller, the seller shall be responsible for complying with its tax obligations in the territory where it has created a current or future tax nexus.  The seller understands and acknowledges that consignment fulfillment may create tax nexus e.g. permanent establishment.  

9.6Should a competent tax authority determine that Leta Stores 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 indemnify and hold harmless Leta Stores 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.

9.7Promptly 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.

 

10.Remittances 

10.1      We shall collect payments from buyers in respect of each product purchased from the marketplace, 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. 

10.2      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.

10.3      Evidence of payment to your nominated account shall constitute conclusive evidence of payment and receipt.  

10.4      You shall be entirely responsible for ensuring that the account details that you upload to the Seller Centre 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. 

10.5      We shall provide you with an account statement, via the Seller Centre Portal, which shall include details of all proceeds of sale of the products, deductions and remittances.

10.6      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 Seller Centre 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. 

10.7      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): 

i)     you shall pay the amounts you owe to us by such payment method as we may request; and 

ii)    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.  

10.8      We may delay or suspend payment to you in the event of investigation of a potential fraud or other breach of this agreement.

10.9      In the event that the vendor disputes any transaction or statement of account it must report its claim to Leta Stores within three (3) months of the date of the relevant transaction, failing which such claim shall be deemed to be waived.

 

11. Breach of seller terms and conditions

11.1      If we reasonably determine that you have breached these seller terms and conditions, our general terms and conditions, or any Leta Stores codes, policies or guidelines, we may:

i)     send you one or more formal warnings;

ii)    suspend, prohibit or block your access to our marketplace as provided in the general terms and conditions; 

iii)   apply penalties for breach as provided in our Seller Penalty Policy; and/or

iv)   commence legal action against you, whether for breach of contract or otherwise. 

11.2      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.

11.3      The consequences of breach provided at section 11.1 above shall also apply if:

a)            you fail to satisfy a minimum level of operational performance in order to provide a satisfactory buyer experience on the marketplace; or

b)           if you receive negative ratings and reviews.

 

12.Insurance

12.1 You shall maintain in force a policy of insurance with an appropriate level of coverage in respect of your liabilities under the agreement.

 

13. Confidentiality and data privacy

13.1      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.  You shall not use Leta Stores confidential information for any purpose other than to perform your obligations under this Agreement and you shall not disclose Leta Stores confidential information without our prior written consent. 

13.2      Sellers may not send advertising or promotional communications to buyers on the marketplace without the prior written consent of Leta Stores, and shall be directly responsible to marketplace users for any misuse of their personal data.  

13.3      If Leta Stores is sued, fined, or otherwise incurs expenses as a result of the seller’s handling of personal data obtained through the marketplace, the seller shall indemnify Leta Stores in respect of the same.

 

14.Miscellaneous

14.1      These seller 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.

14.2      In respect of sellers operating across multiple marketplaces operated by Leta Stores affiliates, each transaction shall be subject to the governing laws and jurisdiction of the territory of the marketplace on which the transaction took place.

14.3      We will ask for your express agreement to any revisions of these seller 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 marketplace.

14.4      These seller terms and conditions, the general terms and conditions, and the Leta Stores 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.