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  • homeWox.ng e-Contract Agreement

    IMPORTANT FOREWORD:

    Because of a constant improvement of our services, the contract giving access to our Merchant Dashboard will constantly evolve. We will therefore use the e-contract feature to always keep you updated about those evolutions. To be able to keep using your Merchant Dashboard, you will be request to read carefully each edition of the contract and accept it.

    After an issuance of new Contract, a Partner will be given 2 weeks to accept the terms. If not, the related Merchant Dashboard account will be suspended. If you accept the Contract, these conditions will be applied to all the orders processed after the electronic signing of the contract. If you wish to gain more clarity about the terms of this contract, please contact either your dedicated Partner Manager or Partner Support Center.

    Contents

    I. Scope and definitions for the Contract
    a. DEFINITION OF THE OBJECT AND PRESTATIONS RELATIVE TO THIS CONTRACT
    b. DEFINITION OF THE TERMS OF THE CONTRACT AND TERMINOLOGY
    c. MODIFICATION AND TERMINATION OF THE CONTRACT
    d. JURISDICTIONAL COMPETENCY AND GOVERNING LAW

    II. Rights and Obligations of the different parties related to the operating model
    a. COMMUNICATION i. From Homewox to the Partner
    ii. From the Partner to Homewox
    b. EXECUTION i. Homewox’s rights and obligation
    ii. Partner’s rights and obligation
    iii. Penalties in case of the non-respect of Homewox Quality commitment

    III. System usage agreement
    a. GENERAL CONDITIONS OF USE OF THE MERCHANT DASHBOARD
    b. COMMITMENT AND GUARANTEE OF THE PARTNER RELATED TO THE USE OF THE MERCHANT DASHBOARD

    IV. General conditions of transactions and payment between Homewox and the Partner
    a. GENERAL CONDITIONS OF PAYMENT
    b. COMMISSIONS AND FEES COLLECTED BY QUICKNET LOGISTICS LIMITED

    V. Logistics
    a. DIFFERENT TYPES OF ORDERS MANAGEMENT
    b. ORDERS MANAGEMENT PROCEDURES
    c. GENERAL PRINCIPLES REGARDING PROCESS OF PRODUCTS RETURNED

    VI. Liability
    a. LIMITATION OF LIABILITY
    b. FORCE MAJEURE

    VII. Privacy

    VIII. Intellectual property

    I. Scope and definitions for the Contract

    a. DEFINITION OF THE OBJECT AND PRESENTATIONS RELATIVE TO THIS CONTRACT. (1) Scope: The present contract is established in order to set up the contractual relation between QUICKNET LOGISTICS LIMITED a Limited Liability Company registered under the Companies and Allied matters Act CAP C20 LFN 2004 with its office at 401, Noakchott Street, Zone1 Wuse, Abuja (hereinafter also referred to as "Homewox") of the one part.

    And, the Partner,

    Whereas:
    QUICKNET LOGISTICS LIMITED is in the business of providing and facilitating ecommerce/online shopping experience in Nigeria, via its online platform www. homewox.ng

    The Partner is a company/Business name registered under the laws of the Federal Republic of Nigeria, selling legally certified products to final customers. The Partner intends to sell products on Homewox’s platform and Homewox agrees to allow the Partner to use its website platform for this purpose on the terms on conditions contained herein below. The Parties have thus agreed to enter this Agreement based on the terms and conditions hereunder set out.

    (1). This contract expressly supersedes prior agreements or arrangements with the Partner. Please note that the Guidelines available in Merchant Dashboard may apply to certain services, such as operating model, rules, activity or promotion, and such guidelines will be disclosed in Merchant Dashboard. Guidelines are in addition to, and shall be deemed a part of, the present Contract for the purposes of the applicable Operating Model, Rules and Services. These guidelines shall prevail over this Contract in the event of a conflict with respect to the applicable Services.

    (2) Customer Satisfaction as the common interest of both parties: By signing this contract, both parties agree that customer satisfaction is the ultimate interest guiding the commercial actions and behaviors of both parties.

    (3) Acceptation of the contract: Every transaction of the Partner on Homewox’s platform is bounded to the acceptance of all the terms and conditions of this contract as well as the details, annexes and appendices mentioned in this contract and accessible on www.homewox.ng and to Partner’s renunciation to claim any of its own general terms and conditions of sales.

    Therefore, any condition of sales opposed by the Partner to QUICKNET LOGISTICS LIMITED will be null and void. This agreement will be considered as valid as soon as the Partner will have signed it or processed an order through Homewox. If for some reason and at some point, QUICKNET LOGISTICS LIMITED does not demand the fulfillment of one of the term of this contract, this does not mean that QUICKNET LOGISTICS LIMITED will not demand the fulfillment of any other condition of that contract.

    (3) Definition of services: Homewox runs and operates a platform that allows Partners to sell their products to the public over the Internet and an adapted partner logistics network.

    (4) Limitation of QUICKNET LOGISTICS LIMITED’s services: The service provided by QUICKNET LOGISTICS LIMITED is limited to referring customers to the Partner and accepting orders and payments on their behalf, as well as a supporting range of logistics and marketing services, to be requested and purchased by the Partner. This support is covered within the agreed upon level of commission and services fees.

    (5) Duration and Termination of contract: This agreement is valid as soon as it is signed by the Partner or as soon as one order on the Merchant Dashboard is handled by QUICKNET LOGISTICS LIMITED Partner. It remains valid until terminated by either party via a one-month notice in writing.

    (6) Use of Subcontractors: QUICKNET LOGISTICS LIMITED may use the services of subcontractors to execute any part of the present contract or any kind of existing or future services Homewox can propose to Partners and customers.

    b. DEFINITION OF THE TERMS OF THE CONTRACT AND TERMINOLOGY

    In this contract, there are technical wordings specific to e-commerce sector. In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:

    MERCHANT DASHBOARD ACCOUNT: The dedicated internet website for which the access is provided by QUICKNET LOGISTICS LIMITED to the Partner to manage his products, announces, orders, pricing, and sales operations.

    ANNOUNCE: Does the Partner on Merchant Dashboard list a product in order to be sold on Homewox. An announce is made of the product name, the product description, pictures of the product and the selling price of the product.

    CUSTOMER SERVICE: Customer Service provided by QUICKNET LOGISTICS LIMITED to manage the After Sales relationship, the confirmation of orders and all the relationship between the final customer and QUICKNET LOGISTICS LIMITED.

    PARTNER SUPPORT CENTER: support service provided by QUICKNET LOGISTICS LIMITED to solve the issues faced by Partners as well as to help Partners growing their business.

    • FINAL DELIVERY: Transfer of the ownership of the product from the Partner to the final customer

    SHIPPED: A product is considered shipped (1) if the items have left the warehouse of the Partners logistics agent: (2) if Fulfillment by Partner (drop shipping): when an item is received by QUICKNET LOGISTICS LIMITED’s logistics partner.

    READY TO SHIP: The products are signaled has been physically available, packed according to packaging Guidelines and ready to be transferred to the Buyer through the partner logistics channel or QUICKNET LOGISTICS LIMITED third party logistics Partners for delivery.

    BUSINESS DAY: A day (excluding Saturdays and Sundays) on which commercial banks generally are open for business in Nigeria.

    COMPETITOR: Any private or corporate person, who directly or indirectly, engages in the sale of goods and services on the Internet in Nigeria. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor.

    CONDITIONS: means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Partner and QUICKNET LOGISTICS LIMITED.

    • CONTRACT: The contract entered into between QUICKNET LOGISTICS LIMITED and the Partner to use of Homewox’s Platform for the purchase and sale of the Partner’s Goods to customers, howsoever formed or concluded. A Contract shall include any exhibits and documentation expressly referenced therein

    CANCELLATION: The act for the Partner to cancel an order received in Merchant Dashboard. This cancellation call is also called an OUT OF STOCK (OOS) as per how it is communicated to QUICKNET LOGISTICS LIMITED customers.

    FULFILLMENT BY PARTNER (DROP SHIPPING): Partners is responsible for holding its stock and for providing items in a timely manner and abiding packaging Guidelines to QUICKNET LOGISTICS LIMITED when an order has been placed by the customer. The Partner can use logistics services from QUICKNET LOGISTICS LIMITED Logistics partners to support this process.

    IN WRITING/WRITTEN: includes electronic mail to the e-mail address designated by QUICKNET LOGISTICS LIMITED for the purpose of communication between QUICKNET LOGISTICS LIMITED and the Partner, and any comparable means of communication, so long as such form results in a permanent record being made.

    INTELLECTUAL PROPERTY: any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them.

    ANNOUNCE PRICE: announce price of the good as set up by the Partner or modified by QUICKNET LOGISTICS LIMITED in the case of a Promotion for which the Partners gave express agreement.

    PROMOTION: is a specific and extraordinary commercial event organized by QUICKNET LOGISTICS LIMITED during which QUICKNET LOGISTICS LIMITED will highlight to its customers certain products sold at specifically attractive conditions. This event can be announced via Merchant Dashboard and QUICKNET LOGISTICS LIMITED may offer its Partner to add products. The submission of the product is done through the promotion feature in Merchant Dashboard.

    PROMOTION FEATURE: is available from the main page of the Merchant Dashboard and allow the Partner to submit products to a promotion. QUICKNET LOGISTICS LIMITED then evaluates submitted products and selects the best of them. By joining a promotion the Partner authorizes QUICKNET LOGISTICS LIMITED to modify the listing price of the submitted products.

    SPECIAL PRICE: a discounted price that is lower than the original price of the listed product. A special price has a start and an end date.

    CONTACT INFORMATION: All the correct and up to date information given by the Partner to allow QUICKNET LOGISTICS LIMITED to reach him: one single e-mail address, phone number, Tax ID number and physical address. ACCOUNT MANAGER: a QUICKNET LOGISTICS LIMITED professional agent specialized in supporting commercial growth and relevancy of a Partner on the platform. The attribution of an Account Manger to a Partner is solely under QUICKNET LOGISTICS LIMITED’s discretion.

    STORE: all the products listed by the Partner on QUICKNET LOGISTICS LIMITED.

    VALUE ADDED SERVICES: list of logistics, commercial and marketing services proposed by QUICKNET LOGISTICS LIMITED and its partners and affiliates to the Partner and for which the Partner can subscribe against the payment of a fee.

    MAJOR COMMERCIAL EVENT: A commercial event during which QUICKNET LOGISTICS LIMITED will invest massively in marketing to generate significant traffic, of the highest quality (high willingness to purchase). During those events, QUICKNET LOGISTICS LIMITED will promote only the best offers from Partners (special prices, promotion).

    GUIDELINES: Set of criteria qualifying the rules present in this contract and that the Partner must respect regarding QUICKNET LOGISTICS LIMITED operating model. Those Guidelines purpose is to aim at achieving the best possible results with regard to ensuring full customer satisfaction. Guidelines are also giving details and pricing to the various services QUICKNET LOGISTICS LIMITED can offer to support that mission. Guidelines are available in the footer of Merchant Dashboard under the tab Homewox Operating Guidelines.

    SKU: Stock Keeping Unit describing a unique type or item been sold.

    CUSTOMER: Customer shopping on QUICKNET LOGISTICS LIMITED platform. Homewox is the sole owner of the relationship with the customer. The Partner is therefore forbidden to use any customer information gathered while operating as a Partner for its own private or commercial use.

    VAT: Value Added Tax as applied per the applicable tax authorities.

    THIRD PARTY SERVICE PROVIDER: third party logistics provider to include QUICKNET LOGISTICS LIMITED logistics partners providing the array of logistics services sold by Homewox.

    TAX IDENTIFICATION NUMBER (TIN): Official Tax Identification Number or any valid tax authority’s reference attached to the business of the Partner and registered to legal national authorities.

    c. MODIFICATION AND TERMINATION OF THE CONTRACT

    (1) Termination of contract by the Partner: This contract remains valid for one year extendable by tacit agreement until one of the parties terminates it. Partner may terminate this Contract by means of Thirty (30) Days’ notice by registered letter with acknowledgement of receipt. In these 30 days, the parties have to keep respecting all the terms of this agreement. In case of Force Majeure or of non-respect of the agreements by the Partner, the contract may be terminated immediately.

    (2) Termination of contract by QUICKNET LOGISTICS LIMITED: QUICKNET LOGISTICS LIMITED may terminate immediately this contract, if the Partner fails to meet level of operational performance considered as the barest minimum to provide a satisfactory Customer experience of purchase on the platform. Those levels and the way they are been measured are available 24/7 on the Guidelines section of the Merchant Dashboard partners profile.

    (3) Replacement of an invalid term: If a term of this agreement is not valid, both parties will work together to replace it with a valid term, which is as similar as possible to the invalid one. The validity of the rest of the contract remains unchanged.

    (4) Modification of the contract by QUICKNET LOGISTICS LIMITED: QUICKNET LOGISTICS LIMITED may change this contract at any moment. In that case, QUICKNET LOGISTICS LIMITED will communicate that change to the Partner through an email and through a notification in the Partner’s Center account. The Partner will then have two (2) weeks to accept those changes or to communicate its disagreement. If the Partner doesn’t agree within 2 weeks, its Merchant Dashboard Account will be suspended in order to protect the Partner from operating under un-agreed conditions.

    (5) Modification of the Guidelines available in Merchant Dashboard: QUICKNET LOGISTICS LIMITED may amend terms related to the Guidelines from time to time. Amendments will be effective upon QUICKNET LOGISTICS LIMITED posting of such updated Guidelines in Merchant Dashboard. The Partner continued access or use of the Merchant Dashboard after such posting constitutes the Partner’s consent to be bound by the Guidelines, as amended.

    d. JURISDICTIONAL COMPETENCY AND GOVERNING LAW

    (1) Governing Law: This Agreement is governed and interpreted in accordance with the laws of the Federal Republic of Nigeria.

    (2) Competent court: Except as provided for in below, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria 2004). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the by the parties herein, or in the absence of such agreement, to an Arbitrator appointed by the High Court of Federal Capital Territory. The place of arbitration shall be Abuja. Any award by the arbitration tribunal shall be final and binding upon the parties.

    (3) Permanency of contractual obligations: Parties to this Agreement shall continue to uphold their respective contractual obligations at all times until the resolution of any conflict or dispute in accordance with the terms of this Agreement.

    II. Rights and Obligations of the different parties related to the operating model

    a. COMMUNICATION

    i. From QUICKNET LOGISTICS LIMITED to the Partner

    (1) QUICKNET LOGISTICS LIMITED will communicate to the Partner using the information given by the Partner to QUICKNET LOGISTICS LIMITED when registering on Homewox Merchant Dashboard. The Partner is responsible for updating QUICKNET LOGISTICS LIMITED systems and teams within twenty four (24) hours in case of any change in its contact information.

    (2) Every message send to the Partner through his registered email in the Partners Center account or via Merchant Dashboard which didn’t receive an answer or a written objection within seventy-two (72) hours will be considered an agreement between QUICKNET LOGISTICS LIMITED and the Partner.

    ii. From the Partner to QUICKNET LOGISTICS LIMITED

    1.The Partner will communicate to QUICKNET LOGISTICS LIMITED using emails, phone, or mobile messaging, in case an account manager follows up the Partner. Emails and phone contact information’s can be found up to date in the Merchant Dashboard account.

    (2) The Partner agrees to share diligently all the information needed regarding his business and operations in order to help QUICKNET LOGISTICS LIMITED resolving his issues operating on the platform. The information shared must be as exhaustive and structured as possible.

    b. EXECUTION

    i. QUICKNET LOGISTICS LIMITED’s Rights and Obligation

    (1) The Partner acknowledges that the relationship between customers and QUICKNET LOGISTICS LIMITED is governed by the privacy policy and the general terms and conditions, both available on the website.

    (2) Product Listing and Content Management: QUICKNET LOGISTICS LIMITED will present on the website the products listed by the Partner that passed Quality Control. Quicknet Logistics limited in collaboration with the Partner will be responsible for listing their products. The Partner grants to QUICKNET LOGISTICS LIMITED the perpetual rights to use, reproduce, modify, adapt, publish, translate and create other contents and to distribute the content that the Partner provides.

    In order to maintain its reputation for quality and high standard of service, QUICKNET LOGISTICS LIMITED reserves the right to delist the Partner and to terminate the relationship with the Partner if the Partner repeatedly receives bad reviews or complaints or fails to comply with other Homewox standards.

    If the Partner is delisted, QUICKNET LOGISTICS LIMITED reserves the right to share the Partner's contact information as well as the content the Partner created on Merchant Dashboard to appropriate regulatory bodies, unless the Partner communicates expressively its refusal of such information transfer after receiving notification of the delisting.

    QUICKNET LOGISTICS LIMITED offers to the customer the opportunity to evaluate the products on its site. QUICKNET LOGISTICS LIMITED will review these evaluations reviews and may publish them. (3) Pricing: QUICKNET LOGISTICS LIMITED is not entitled to change the prices of the products listed by the Partner without the express agreement of the Partner. Pricing can be adjusted 24/7 by the Partner for any item sold on his account.

    (4) Stock Level and Order Fulfillment: QUICKNET LOGISTICS LIMITED is authorized to accept binding sales on behalf of the Partner and will ensure that order data is passed on to Partner through the Merchant Dashboard within one business day subject to holidays and weekends. QUICKNET LOGISTICS LIMITED will process the orders following the Operating Model Guidelines as available in Merchant Dashboard.

    (5) Packaging Guidelines: QUICKNET LOGISTICS LIMITED will provide access to the Partner to packaging Guidelines in Merchant Dashboard. Partner is responsible for packaging its items unless Partner decides to subscribe to the packing service provided by QUICKNET LOGISTICS LIMITED. QUICKNET LOGISTICS LIMITED may as well provide adapted packaging material for sale on Homewox. QUICKNET LOGISTICS LIMITED may conduct tests and audits of the packaging practices of the Partner and may refuse to ship an order for which the packaging is not matching the Packaging Guidelines. In such case, penalties may be applicable, as stipulated in the packaging Guidelines.

    (6) Returns: QUICKNET LOGISTICS LIMITED will manage the returns of the Partner following the General Principles Regarding Process of Returned Items mentioned in part II. b. iii. of the present contract and the Return Guidelines available in Merchant Dashboard.

    (7) Counterfeited products: QUICKNET LOGISTICS LIMITED may conduct audit and test over the products provided by the Partner to guarantee that no products sold on Homewox are counterfeited products. Such activities would be considered as fraudulent by the Partner and could lead to immediate legal pursuit.

    (8) Promotion Feature: QUICKNET LOGISTICS LIMITED controls the placement of promoted products submitted by the Partner through Merchant Dashboard.

    (9) Payments terms: QUICKNET LOGISTICS LIMITED will pay the Partner for the products sold on Homewox following the payment term Option agreed with QUICKNET LOGISTICS LIMITED.

    (10) Website: QUICKNET LOGISTICS LIMITED may do changes in its website or in its services or suspend his services.

    (11) Third Party Provider: QUICKNET LOGISTICS LIMITED will be able to appeal to third party service providers to fulfill some part of the services to the Partners and to the customers.

    (12) Training: QUICKNET LOGISTICS LIMITED will provide to the Partner training material as well as the support needed so the Partner can build the level of competences and gather the knowledge needed to operate its store on QUICKNET LOGISTICS LIMITED online platform. Trainings are set up in order to prepare the Partner to the management of its store through the Merchant Dashboard. This training may be provided both online or offline. QUICKNET LOGISTICS LIMITED reserves the right to charge a fee for certain training program. Partners may be required to attend training in order to be eligible to sell on the platform.

    (13) Customer Relationship Ownership: QUICKNET LOGISTICS LIMITED is the owner of the customer relationship and will share information or data related to customer only a need to know basis, and under the understanding that the Partner is bound to confidentiality of those information, as well as prohibited to use them in any other usage than the one expected by the operating of the Partners Account.

    ii. Partner’s rights and obligation 1.Training: Every Partner is to guarantee that his level of understanding of QUICKNET LOGISTICS LIMITED’s operating model allows him to operate his store independently. Training material is offered by QUICKNET LOGISTICS LIMITED for the Partner. This training is set up in order to prepare the Partner to the management of its store through Merchant Dashboard. This training may be provided online.

    (2) Product Creation and Listing: The Partner certifies that the description of the products listed on Homewox are true, abide by any law applicable to the promotion of a product to an end customers, and is respectful of the product creation Guidelines as communicated by QUICKNET LOGISTICS LIMITED and available from the Merchant Dashboard account.

    Every item sold has to be identical to its description on Homewox.ng and to the image provided. QUICKNET LOGISTICS LIMITED may inspect the products given by the Partner in order to check their conformity with the specifications mentioned by the Partner on its Partners Account and with the standards of quality enounced in that agreement. In case of non-conformity with the technical characteristics, with the color, image or in case of technical default, QUICKNET LOGISTICS LIMITED will be able to return the product to the Partner (and inflict penalties as stipulated in the Guidelines)

    The Partner will Keep QUICKNET LOGISTICS LIMITED harmless of any suit, dispute arising from presenting on the platform illegal information’s or products, as well as products he wouldn’t have a valid license to operate.

    (3) Pricing: The Partner is responsible for setting the prices of its products listed on Homewox.ng. The price must be including taxes and abide by any pricing law in effect for the full duration of the listing. The Partner ensures that every effort is been made to limit to the minimum number of dispute over its products regarding quality and prices.

    (4) Stock Level and Order Fulfillment: The Partner certifies that for all its products listed on Merchant Dashboard, the stock indicated as available is consistent with its real stock immediately available. The Partner will process the order as per the Fulfillment Method he subscribed for, following the detailed Guidelines available on the Merchant Dashboard.

    If not selecting Homewox (Fulfillment by Homewox):

    The Partner will process orders and arrange delivery with all reasonable care and diligence the moment receipt of confirmation of sale is received through the Merchant Dashboard. Orders should be confirmed through Merchant Dashboard and dropped off or picked up before the Maximum Fulfillment Time displayed in Merchant Dashboard. Late fulfillment, repeated cancellations or any actions bringing prejudice to the customer purchasing experience will result in penalties applied to the Partner. The Partner will process the orders, prepare the package, the delivery bond, the invoice for the customer, the acknowledgement of receipt.

    The Partner has to name one dedicated employee for the management of its stock on Homewox. If for any reason the Partner is unable to fulfill orders for a substantial period of time, the Partner must turn off all Store Keeping Units of his store at least five business days before his departure to avoid failure to fulfill new orders.

    (5) Packaging Guidelines: The Partner will package each processed order following the Homewox Packaging Guidelines as available in the Partner Account. If the products packaged by the Partner and received by QUICKNET LOGISTICS LIMITED Logistics partner are not following the Guidelines, the package can be returned to the Partner. Disrespect of these Guidelines may result in penalties or delisting of the Partner.

    (6) Returns of products: The Partner commits to respect both the General Principles Regarding Process of Returned Items mentioned in the present contract and the Return Guidelines available in Partners Account.

    (7) Guarantee of products: The Partner commits into providing a manufacturing warranty guarantee to its products and/or to replace all defective products (Dead on arrival). The details of the warranty provided for the products must be explicitly stated on the announce.

    (8) Counterfeited products: The Partner commits into providing only genuine products and to abide by every applicable law and regulations regarding sale of products to an end customer. Any disrespect of this term may lead to immediate termination of the contract, and the Partner shall keep harm free QUICKNET LOGISTICS LIMITED from any dispute regarding a breach of such laws and regulations.

    (9) Promotion Feature: When the Partner submits its products to promotions using the promotion feature in the Merchant Dashboard, the Partners agreed to sell on Homewox .ng for the period mentioned in the promotion description at the price entered in the promotion feature. When joining a promotion, Partners agrees with QUICKNET LOGISTICS LIMITED to change the price of its listed products during the agreed period and respect the promotion Guidelines as available in Merchant Dashboard.

    (10) Payments terms: The Partner will be paid following the payment term Option agreed with QUICKNET LOGISTICS LIMITED and available in Merchant Dashboard.

    (11) Major commercial events: When joining major commercial events on Homewox by proposing products to be added to promotion and subjected to receive traffic, the Partner agrees to respect the Commercial Events Guidelines as available in Merchant Dashboard.

    (12) Content provided by the Partner to QUICKNET LOGISTICS LIMITED: The Partner grants to QUICKNET LOGISTICS LIMITED the perpetual rights to use, reproduce, modify, adapt, publish, translate and create other contents and to distribute the content that he provide.

    In order to maintain its reputation for quality and high standard of service, QUICKNET LOGISTICS LIMITED reserves the right to terminate the relationship with the Partner if the Partner repeatedly receives bad reviews or complaints, or fails to comply with other standards.

    (13) Customer Relationship Ownership: The Partner doesn’t have the right to contact directly the customers and guarantee that QUICKNET LOGISTICS LIMITED is the owner of the customer relationship.

    iii. Penalties in case of the non-respect of Homewox Quality Commitment

    Penalties are here to compensate QUICKNET LOGISTICS LIMITED for any extra effort required to meet our Mission of providing quality products at affordable prices to Customers, and to protect Homewox brand best interests. Penalties will be enforced according to the below Guidelines but are not limited to them and are susceptible to be applied to any behavior in opposition to the Guidelines available in Merchant Dashboard and hurting Homewox’s customer interest and / or the Homewox Brand. Financial penalties will be deducted from the payout released to the Partner according to the payment terms Option. The following list highlights most usual offense that would likely be subject to penalties:

    (1) Counterfeited products and non-conformity of the products
    (2) Slow fulfillment of orders
    (3) Cancellation of orders and out of stock
    (4) Lack of respect of Packing Guidelines
    (5) High rate of Returns of products
    (6) Breach/infringement of any law and regulations applicable to trade by the Partner.

    The amounts (in case of financial penalties) or procedures (in case of operational penalties) of those penalties are available on the Penalty Guidelines available in Partners Center and will be deducted to the Partner payout at the frequency described in the Payment terms Options.

    III. System usage agreement

    a. GENERAL CONDITIONS OF USE OF THE MERCHANT DASHBOARD

    (1) Rule on the use of the Merchant Dashboard Partners Account: Every Partner who wants to list a product to sell through the Merchant Dashboard has to create an account. An account at the Merchant Dashboard is private for the Partner and cannot be transferred or ceased to any third part without the agreement of QUICKNET LOGISTICS LIMITED. It is forbidden to use the account Center for different point of sales. Each Merchant Dashboard Account is therefore for one unique point of sale and for one email address.

    (2) Rules of redaction of product pages: The Partner commits into publishing announces only on his behalf. Then, without the agreement of QUICKNET LOGISTICS LIMITED, the Partner cannot publish an announcement on the behalf of a third part.

    QUICKNET LOGISTICS LIMITED reserves the right to:

    1. Erase a product page published by a Partner on the behalf of a third part without any compensation of the Partner.
    2. Remove without notice the Merchant Dashboard account and all the products of a Partner who would not respect this section and without any insemination.
    3. To refuse the whole or a part of product page, which would contravene these, terms and conditions.
    4. To refuse the image proposed by the Partner for any reason, including but limited to the following reasons:
    a. The quality of this image isn’t matching Production Guidelines available in Merchant Dashboard, in terms of quality, accuracy
    b. If the image can hurt the sensibility of customers or if the image is not compliant with moral ethic.

    An announce cannot be used to promote any other thing than the object of the description. The announces are classified on Homewox.ng following a logic of ranking determined solely by QUICKNET LOGISTICS LIMITED, Partners may where applicable purchase premium placement for their products, as detailed in the Merchant Dashboard Guideline to influence such a position. It is forbidden to the Partner to publish different announces for one same product. All the same, it is forbidden to publish different announces for a same product under different categories.

    (3) Sensitive and prohibited Goods: The Partner takes the full responsibility related to the commercialization of the products sold on Homewox.ng and bears full responsibility for all legal implications related to the damages the Partner’s products can cause, including but not restricted to, physical and health damages, material damages, loss of business.

    The Partner guarantees that it has the right to sell every products listed on his Merchant Dashboard account and that he is fully compliant with every laws of the country, including tax laws and regulations applicable.

    The Partner, guarantees that when selling sensitive goods (detailed but not exhaustive list of concerned categories and products available in Merchant Dashboard) the Partner enjoys full authorizations to do so as well as that respect the storing, processing and selling Guidelines provided by the manufacturer of the product./

    The Partner, if selling items under legal restriction, guarantees that he has all the licenses required to sell such products and that all legal requirements attached to the commercialization on such items are followed and enforced. This may concern registration to the health authority, license to sell, respect of storage conditions attached to each items, respect of manipulation rules, and respect of product description legal standards.

    If products have a last date of consumption, the Partner shall ensure that any products sold will give the customer at least 1 year before last date of consumption. The sale of illegal articles if forbidden (below list is non exhaustive):

    • Currency, valid invoices from any country. Fake money and every product, which counterfeit financial instruments. • Every financial instrument disapproved by applicable financial controlling authorities
    • Stolen or counterfeit goods
    • Illegal substances and products sold to produce modify or consume illegal substances. Drugs, medicines, steroids…
    • Plants and animals threatened by extinction. Fur, organs, part of animals…
    • Any explosive material
    • Flammable material
    • Fireworks, ammunitions and every manual which would explain how to build bombs and explosives
    • Articles considered as being part of the historic patrimony
    • Every article related to hacking
    • Weapons and items related to ammunitions, bullets…
    • Fake IDS, fake birth certificate, driving license… Or any fake document
    • Organs
    • Items related to pedophilia, pornography, and naked children...
    • Therapies
    • Every item which contravene to intellectual property.

    (4) Title and description of a product page: The only authorized announces are announced in English. The content related Guidelines available in Merchant Dashboard applies to define authorized practices on the platform.

    The title of the product page has to be limited to the name of its product and to its main specifications (Size, color, etc). All the remaining part of the description should appear in the description.

    Every content of the product page should include requirement of the applicable regulation. .

    QUICKNET LOGISTICS LIMITED reserves the right to modify the title of the product page so that it is conformed to the conditions of use of the Merchant Dashboard. The product pages are protected by intellectual property.

    (5) Price: The only price indicated should be the selling price including applicable tax. This price should not be in the title of the product page.

    (6) Photos: The photos included in the product page have to be related with the article or service proposed. It is forbidden to use logos of brands as a picture except in the category “Professional” of the site. It is forbidden to use the photos of other Partners without their approval. Those pictures are protected by intellectual property. QUICKNET LOGISTICS LIMITED reserves the right to modify the title of the product page for commercial reasons.

    (7) Termination of Merchant Dashboard Account: The Merchant Dashboard account is free and created for an unlimited time. It can be closed at any time and without any notice of the Partner.

    b. COMMITMENT AND GUARANTEE OF THE PARTNER RELATED TO THE USE OF THE MERCHANT DASHBOARD

    (1) The Partner ensures that the content of its product pages complies with the legal obligations of its activities.

    The Partner ensures to QUICKNET LOGISTICS LIMITED that he is the unique author of the texts, drawings, photographs etc that compound the announcement. Therefore, the Partner ensures that he publishes the product page under his entire responsibility (and not that of QUICKNET LOGISTICS LIMITED, his suppliers, and any other service provider of QUICKNET LOGISTICS LIMITED). The Partner commits into compensating any person who would suffer from the consequences of an illegal announce. The Partner recognizes and accepts that QUICKNET LOGISTICS LIMITED is entitled to remove without notice or indemnity any announce which would not comply with the rules of QUICKNET LOGISTICS LIMITED. Because of the specificity of its services, QUICKNET LOGISTICS LIMITED has to ask personal information about the Partner.

    QUICKNET LOGISTICS LIMITED can cooperate with authorities and give the identity of the Partner to the legal authorities if the content of a product page does not comply with the National regulation. For Partners located abroad, QUICKNET LOGISTICS LIMITED reserves the right to add the mention “Warning: this announces was placed from abroad”.

    (2) If the Partner chooses a Drop shipping procedure, the Partner commits into selling only goods that he owns or that he is entitled to sell. In case of out of stock of the product, the Partner commits into, withdrawing the product page from its Merchant Dashboard.

    (3) The Partner accepts that because of lead-time due to Quality Control (QC), the product page may not go online instantly.

    (4) The Partner knows that data collected on the Internet site will be retained by the Internet provider and by QUICKNET LOGISTICS LIMITED for statistical use and to answer to demands of any regulators.

    (5) To be acceptable, any complaint will have to precisely indicate the defaults of the product page and to be transferred to QUICKNET LOGISTICS LIMITED by 8 days after the creation of the product page.

    IV. General conditions of transactions and payment between Homewox and the Partner

    a. GENERAL CONDITIONS OF PAYMENT

    (1) Payment by QUICKNET LOGISTICS LIMITED to the Partner: Payments done to the Partner are calculated on the base of the sum of the selling price including tax of articles delivered to customers deducted from the amounts of products returned within this same period, as well as commissions and penalties. Payment terms applicable are been described in Payment terms Guidelines. All invoices issued by the Partner shall be paid for in Nigerian Naira.

    (2) Payment Method: Payments are done by Bank Transfer. The Partner must enter its exact and up to date Bank information in the Merchant Dashboard. Method maybe subjected to change as described in the Payment terms Guidelines.

    (3) Invoices: The Partner has to provide an invoice for the customer printed from Merchant Dashboard when providing to QUICKNET LOGISTICS LIMITED the product to be delivered to the customer. QUICKNET LOGISTICS LIMITED will invoice the Partner for the commission perceived and for the fees collected as well as for the penalties applied.

    (4) Payment Calculation: The revenue collected by QUICKNET LOGISTICS LIMITED for the Partner is based on the orders successfully delivered to the customer. The Partner understands that the items shipped but not delivered yet at the moment of the payment are not included in the payment. Any sums due to the Partner hereunder may be applied by QUICKNET LOGISTICS LIMITED as a set off against any sums owed by the Partner to QUICKNET LOGISTICS LIMITED, or against any claims of third parties against QUICKNET LOGISTICS LIMITED arising from the Partner’s performance, under any document. At its sole discretion, QUICKNET LOGISTICS LIMITED may withhold from payments to be made to the Partner amounts legally required to be withheld from such payments and remitted to the tax authority of any jurisdiction relevant to the transaction.

    (5) Documents Required for Payment: Every payment is dependent with the following documents:

    This contract electronically signed by both parties;
    The delivery receipt given by QUICKNET LOGISTICS LIMITED to the Partner, signed for each item given to QUICKNET LOGISTICS LIMITED

    (6) Sales Report: At the end of each period, QUICKNET LOGISTICS LIMITED shall issue via Merchant Dashboard a Sales Report for reconciliation of the sales recorded by the Partner prior to making payments and covering:
    • The products delivered
    • The products returned
    • The products cancelled
    • Any other transaction (Fees, Penalties, Correction entries)

    (7) Payment Schedule: Payment Schedule and delays will follow the rules and agenda available in Merchant Dashboard.

    (8) Rules relatives to payments: The profit of each transaction is private to the Partner. It cannot be ceased or transferred without the agreement of QUICKNET LOGISTICS LIMITED.

    (9) Reimbursement: There is no reimbursement after the execution of the various operational and marketing value added services QUICKNET LOGISTICS LIMITED can provide.

    (10) Price: The prices are indicated in Naira, including and excluding tax.

    b. COMMISSIONS AND FEES COLLECTED BY QUICKNET LOGISTICS LIMITED.

    (1) Calculation of Commission: The commissions are calculated as a percentage of the full tax-selling price and are invoiced full tax. The other fees are invoiced with VAT. Therefore, Homewox collects VAT over the amount of commissions and fees that it withholds according to the regulation applicable. The applicable commission charged by Homewox is 10% on all sales (total invoice value)

    (2) Invoice: On a frequency defined by Payment terms Guidelines, QUICKNET LOGISTICS LIMITED invoices the Partner. On this invoice may be found the commissions, fees for value added services and penalties owed by the Partner to QUICKNET LOGISTICS LIMITED.

    (3) Adjustment of commissions: QUICKNET LOGISTICS LIMITED reserves the right to adjust the percentage commission, providing suitable notice of 14 days is served in advance to the Partner. QUICKNET LOGISTICS LIMITED will duly notify the Partner through and adequate e-mail notice of any commission changes. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

    (4) Adjustment of fees: QUICKNET LOGISTICS LIMITED may start charging additional fees for the sale of goods through the Homewox platform at any point. In the event of the introduction of further fees, the Partner will be notified prior to their commencement in writing 14 days prior and they will have the option to opt out.

    (5) Fees prices: The price of the different fees, of the paying options is that one in effect the day of transaction.

    QUICKNET LOGISTICS LIMITED keeps for itself the possibility of modifying its prices at every moment.

    (6) Commissions collected by QUICKNET LOGISTICS LIMITED: All the commissions collected by QUICKNET LOGISTICS LIMITED on the products of the marketplace are available on the Merchant Dashboard (Settings >> Partner’s Profile >> Commissions). The fact of selling on Merchant Dashboard is the equivalent of accepting these commissions.

    (7) Rental fee: After three (3) months of signing this agreement or as may be determine by QUICKNET LOGISTICS LIMITED , rental fee shall be charged for the use of Homewox.ng on a bi-monthly basis as follow:

    a. NGN 9,000.00 (Nine Thousand Naira) for Partners account with total value of items less than Five Hundred Thousand Naira (NGN500,000.00).

    b. NGN 13,000.00(Thirteen Thousand Naira) for Partners account with total value of item more than Five Hundred Thousand Naira (NGN500,000.00).

    The rental fee is subject to change at the instance of QUICKNET LOGISTICS LIMITED.

    V. Logistics

    a. DIFFERENT TYPES OF ORDERS MANAGEMENT

    (1) Choice of a logistic procedure: The Partner has a choice between two different logistics procedures: Homewox(Fulfillment by Homewox Logistics Partners) and Fulfillment by Partner (Drop Shipping). The Partner can choose his preferred logistics procedure.

    When creating an account on Merchant Dashboard, the Partner is by default operating under Fulfillment by Partner (Drop Shipping). The Partner can apply to Homewox through its dedicated account manager or through the Partner Support Center.

    (2) Partner accepted to Homewox.ng will receive a confirmation Email. After been accepted to Homewox.ng, the Partner may choose through his Merchant Dashboard to put in consignment some part or all of his stock.

    (3) Fulfillment by Partner (Drop Shipping): During a Drop Shipping procedure, the Partner keeps the responsibility of the management of its stock and provides the logistics of delivering the product(s) to the customer. QUICKNET LOGISTICS LIMITED or any of its contractors

    b. ORDERS MANAGEMENT PROCEDURES

    (1) General principles in case of Drop Shipping: The Partner has to process the orders according to the training received by QUICKNET LOGISTICS LIMITED and to make sure the product is provided to QUICKNET LOGISTICS LIMITED in the following way:

    The Partner will have to provide QUICKNET LOGISTICS LIMITED with the ordered products on a timing defined by Guidelines with QUICKNET LOGISTICS LIMITED. The order has to be confirmed through the Merchant Dashboard by the Partner. That way, the Partner gives confirmation that the product ordered by the customer is available for sales and the necessary logistics arrangements are in place to deliver the products to the customer.

    The Partner commits into appointing an employee who will be the main middleman between the Partner and the logistics service of QUICKNET LOGISTICS LIMITED. If the employee is not there, the Partner will have to replace him in order to make sure that the orders are processed.

    The Partner commits to retrieving items that have been processed for return within the timeline outlined in the Return Guidelines. Failure to do so may result in forfeiture of ownership, as stipulated in the Guidelines.

    The Partner commits into processing the order within one working day after its confirmation

    The Partner commits to ensuring his items are shipped within the days specified for items deliveries in the Partner policies page on homeWox.ng.

    The Partner will take all the necessary care to protect the goods during transportation.

    (4) General Principles of Homewox: The Partner will do a fulfillment request through Merchant Dashboard and select from the products created the products to be transferred.

    b. GENERAL PRINCIPLES REGARDING PROCESS OF PRODUCTS RETURNED.

    (1) Acceptation by the Partner of the conditions of returns of QUICKNET LOGISTICS LIMITED: The Partner will accept the conditions of return of QUICKNET LOGISTICS LIMITED, conditions mentioned on Homewox’s website and on Merchant Dashboard. Moreover, the Partner will renounce to his own return policy for all the orders on Homewox.

    (2) Return conditions: The Partner is obligated to accept returns or refunds of Goods on the following cases:

    • Faulty Good
    • Incorrect product
    • There are three types of Goods return
    • For delivery failures
    • Unopened returns - For items in whose categories Homewox offers a return policy and for items with visible damages
    • Opened returns - for manufacturing defects, incorrect product and for categories where Homewox offers an opened returns policy
    • For Customer Convenience, the Partner commits into accepting the product returned by the Customer if:
    • The Customer asked to have his product returned to the Partner by 7 days after the delivery date and through the Customer Service of QUICKNET LOGISTICS LIMITED;
    • The product sent back is still in its original plastic wrap
    • The product has not been used
    • There isn’t any missing part of the product
    • The customer has conserved and sent back the invoice of the product
    • Or, if the item is defective and the customer request a return within 7 days after the delivery date and through the Customer Service of QUICKNET LOGISTICS LIMITED

    The Partner is required to provide warranty and Service Center information to QUICKNET LOGISTICS LIMITED for the entire period of the warranty to be shared with the customer.

    (4) Returns process and split of responsibility: In case of products returned, a quality control is done Partner.

    (5) Responsibility of the quality control: Once the product is returned, QUICKNET LOGISTICS LIMITED has the responsibility of performing a quality control. In case of defect of the product, the quality control done by QUICKNET LOGISTICS LIMITED will always be considered as the only valid control.

    (6) Disagreement over the quality control: In case of disagreement over the quality control, the Partner has to open a dispute procedure. He has to provide QUICKNET LOGISTICS LIMITED with the proofs that the object was working and had the quality necessary to be sold when he provided QUICKNET LOGISTICS LIMITED with the object.

    The dispute case must be opened while the Partner is in the presence of the QUICKNET LOGISTICS LIMITED staff. QUICKNET LOGISTICS LIMITED will remain the last arbiter in case of return related dispute .

    (7) Reimbursement of objects sent back and penalties: If at the end of the return process, QUICKNET LOGISTICS LIMITED considers that the final customer has to be reimbursed; QUICKNET LOGISTICS LIMITED reimburses the customer and sends an invoice to the Partner if necessary.

    A reimbursement between the Partner and QUICKNET LOGISTICS LIMITED shall take place in the following cases:

    If the product is defective and the Partner is considered as responsible for this default; in that case, if QUICKNET LOGISTICS LIMITED has not paid the Partner yet, the Partner will not be paid for the product. If on the contrary, QUICKNET LOGISTICS LIMITED has already paid the Partner, an invoice is sent to the Partner. He will have to reimburse the full price of the object and the fees for the return of the object.

    If the product is sent back by the Customer and is in state to be sold again and the Partner wants to remain the owner of the object:

    If QUICKNET LOGISTICS LIMITED has not paid the Partner, the Partner won’t be paid for the object If on the contrary QUICKNET LOGISTICS LIMITED has already paid the Partner, then an invoice is sent to the Partner so that he reimburses QUICKNET LOGISTICS LIMITED.

    (8) Modification of return conditions: QUICKNET LOGISTICS LIMITED reserves the right to modify its return policy at any time and shall immediately give the Partner 14 days’ notice prior to implementing the New Return Policy. The Partner will accept ALL changes in the return policy.

    (9) Forfeiture of Ownership: If the Partner doesn’t collect the returned products within three (3) weeks following the notification by QUICKNET LOGISTICS LIMITED of the availability of such items, QUICKNET LOGISTICS LIMITED becomes the owner of the returned product.

    VI. Liability

    a. LIMITATION OF LIABILITY (1) Quality and authenticity of the products provided by the Partner: The Partner indemnifies QUICKNET LOGISTICS LIMITED from all claims arising in relation to matters outside QUICKNET LOGISTICS LIMITED's control, including but not limited to the quality of goods and services provided by the Partner.

    (2) Violation of law by the Partner: The Partner further indemnifies QUICKNET LOGISTICS LIMITED from third parties' claims resulting from any violation of laws and regulations by the Partner. (3) Malfunctions of services: QUICKNET LOGISTICS LIMITED cannot guarantee that its service will be free from all malfunctions, but will exercise all diligent and reasonable care and skill to resolve any such case.

    (4) Collect of VAT: VAT liability for the product sold rests with the Partner and QUICKNET LOGISTICS LIMITED will not be responsible for any VAT issues that may arise. QUICKNET LOGISTICS LIMITED will remit and declare applicable taxes, included VAT on the amount of the commission collected for its services.

    (5) Limitation of QUICKNET LOGISTICS LIMITED’s service: QUICKNET LOGISTICS LIMITED commits into exercising all the necessary care to provide its Internet website to the Partners. Except any written commitment, the service commercialized by QUICKNET LOGISTICS LIMITED is limited to the broadcast of announces, subscription of options, and offer of logistics and marketing services.

    (6) Commercial Results: QUICKNET LOGISTICS LIMITED does not guarantee any commercial results to the Partner concerning the products that he puts on QUICKNET LOGISTICS LIMITED’s platform.

    (7) Data recording: QUICKNET LOGISTICS LIMITED will not be held responsible for the capture of data done by a third party.

    (8) Sudden interruption of the service offered by QUICKNET LOGISTICS LIMITED: QUICKNET LOGISTICS LIMITED won’t be held responsible for the interruptions of its internet service, mobile application, mobile website, Android Application and all the loss of data or information stored by QUICKNET LOGISTICS LIMITED which could result of it. The Partner has to take every precautions to keep the entire product page he publishes on QUICKNET LOGISTICS LIMITED’s Internet website.

    (9) Prejudices of the Partner: QUICKNET LOGISTICS LIMITED will not be held responsible for any prejudice and direct or indirect damages of whatsoever nature done to the Partner because of the use, interruption or dysfunction of QUICKNET LOGISTICS LIMITED’s internet website, mobile website, Android Application or any other service provided by QUICKNET LOGISTICS LIMITED.

    (10) Limitation of the contractual obligations: QUICKNET LOGISTICS LIMITED, its subcontractors and suppliers won’t be held as responsible for any delays or impossibility to fulfill their contractual obligations in case of:

    Force Majeure, Interruption of the Internet website connection because of maintenance operations or refresh of information published;

    Momentary inability to have access to the Internet website or mobile application because of a technical problem, whatever could be the cause of that problem.

    Hack or any other cause which would interrupt the access to the Internet network Act of God, explosion flood tempest fire or accident.

    War or threat of war sabotage insurrection civil disturbance or requisition;

    Acts restrictions regulations byelaws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority; import or export regulations or embargoes;

    Interruption of traffic, strikes lockouts or other industrial actions or trade disputes (whether involving employees of Homewox or of a third party); Interruption of production or operation, difficulties in obtaining raw materials, Labour, fuel, parts or machinery; Power-failure or breakdown in machinery.

    (11) Availability of QUICKNET LOGISTICS LIMITED’s website: The Partner acknowledges that because of the actual technical advancement of telecommunication operators, the permanent availability of Homewox .ng cannot be guaranteed.

    (12) Accuracy of statistics provided by the Partner: Because of the technical limitations and of the architecture of the website, all the statistics provided by QUICKNET LOGISTICS LIMITED are only informative. Those statistics cannot be the cause of any legal action of the Partner.

    (13) Errors or omissions in the internet pages of the Partner: Except in case of willful misrepresentation and very serious misconduct, QUICKNET LOGISTICS LIMITED, its subcontractors and suppliers will not have to pay any compensation, financial or of any other nature because of errors or omissions in the product’s pages of a Partner. Especially, in case of such events, the Partner will never ask for any compensation and will always pay the fees owed to QUICKNET LOGISTICS LIMITED.

    (14) Responsibility of the Partner: The Partner is responsible for any damage caused to any third party and namely to the company QUICKNET LOGISTICS LIMITED because of the bad or illicit use of the Internet website of QUICKNET LOGISTICS LIMITED. The Partner won’t engage any legal action against QUICKNET LOGISTICS LIMITED if he is himself sued by a third party because of his misuse of QUICKNET LOGISTICS LIMITED’s internet website.

    (15) Compensation: The Partners commit into compensating QUICKNET LOGISTICS LIMITED, its administrators, managers, owners, employees, subcontractors, suppliers against any loss, expense, damage or cost (including lawyers’ fees) which would result of any violation of one of the terms of this contract by the Partner or of the misuse of the platform provided by QUICKNET LOGISTICS LIMITED.

    b. FORCE MAJEURE

    (1) The Partner, QUICKNET LOGISTICS LIMITED, its suppliers, contractors or any other employee of QUICKNET LOGISTICS LIMITED will not be held as responsible for any delay or non-compliance of its services in case of force majeure. The following will be considered as force majeure: all the cases usually accepted by the national jurisprudence and the total or partial strikes, lock-out, impossibility to access public transportation, hurricanes, fire, floods, legal modifications of the commercial rules, and any other case which can’t be controlled by either the Partner or QUICKNET LOGISTICS LIMITED, its suppliers or any other subcontractor.

    (2) Each party will notify the other party by a notified letter if a case of force majeure takes place.

    (3) In case of a case of force majeure, if the contractual obligation can’t be respected for more than a month, the parties won’t have to respect their contractual obligations anymore without any indemnity of both parts.

    (4) The party, which is affected by the force majeure, has to notify the other part with a notified letter. The affected party will take the necessary measures to limit as much as possible the effects of this force majeure.

    VII. Privacy

    (1)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.

    (2) Each party commits into treating in confidence any of the information given by the other party because of the execution of the terms of that contract.

    (3) Each party commits into using any of the information obtained only for the fulfillment of the terms of this contract.

    (4) However, the obligation of conservation of secret does not extend to the information, which, at the moment of their transmission, seemed obviously public or known by the public.

    VIII. Intellectual property

    (1)The Partner warrants, represents and covenants that its manufacture, sale distribution and use of the Goods do not infringe directly or indirectly any Intellectual Property. The Partner warrants, represents and covenants that QUICKNET LOGISTICS LIMITED’s feature of the Goods on the Platform does not infringe any Intellectual Property, whether directly or indirectly.

    (2) The Partner undertakes and represents to QUICKNET LOGISTICS LIMITED that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Goods and the supply of the Goods and is able to grant and hereby grants and irrevocable, non-exclusive and royalty free license to use all such Intellectual Property for the purposes of marketing, promoting and featuring the Goods on the Platform. Homewox acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Goods and that all those rights and goodwill are, and will remain, vested in the Partner or the owner of the Intellectual Property (as the case may be).

    (3) The Partner represents and warrants to QUICKNET LOGISTICS LIMITED that it is not aware of any claims made by any third party with regards to the any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Goods.

    (5) The Partner agrees to release, defend, protect, indemnify and hold QUICKNET LOGISTICS LIMITED, their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claims, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Goods.

    (5) The Partner shall not be entitled to use any Intellectual Property belonging to QUICKNET LOGISTICS LIMITED without QUICKNET LOGISTICS LIMITED’s prior approval in Writing.

    This agreement is subject to immediate change and update in order to comply with regulations and for the interest of QUICKNET LOGISTICS LIMITED and Partners.