Vendor Terms & Condition

OUR WHY

At Health Choice Mall Limited, hereinafter called the Company, we believe everyone deserves to have access to high quality wholesome foods, drinks, products and services that make for excellent health. We believe nobody should be swimming in the ocean of ignorance because they do not know where to get wholesome products and services that are good for their body, soul and spirit. THAT’S OUR WHY! THAT’S THE REASON WE EXIST! To make available on one safe e-commerce platform, products and services that will help you be the best version of yourself!

As a Vendor on our e-commerce platform, we want you to have the best possible experience because your success is directly tied to ours, that’s why we have come up with the following Agreement. Carefully read through and sign up, if you consent, and start showcasing your health-giving products and services. Also read through our general Terms and Conditions found here

VENDOR AGREEMENT

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Purpose and Scope of Agreement: The purpose of this Agreement is to establish the set of rules that will guide the relationship between Health Choice Mall Limited (hereinafter called “the Company”) and the Vendors that qualify to advertise to their products and services through the Company’s e-commerce platform known as www.healthchoicemall.com. 

E-Commerce Platform: For purposes of this Agreement, e-commerce platform means the online marketplace owned by the Company where Vendors can engage in the sale of their of products and services to wholesalers, retailers and end consumers. E-commerce platform should also be interpreted to include any related business and marketing activities supporting such sales. 

Representations and Warranties: The Vendor represents and warrants that:

  1. It has the power to authorize the sale and/or display of its products and services on the Company’s e-commerce platform; 
  2. It legally owns or has a valid license on all products and services information, data, images, and/or intellectual property that it presents to the Company for display on its e-commerce platform;
  3. The materials submitted complies with all applicable laws;
  4. The material submitted are accurate and that all claims contained therein have been substantiated and have been cleared for the uses contemplated thereunder;
  5. It has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Vendor product information, data, images, and/or intellectual property provided to the Company for display on its e-commerce platform.
  6. It has complied with all the applicable laws relevant to the products and services to be sold on an e-commerce platform.
  7. It shall use reasonable diligence to provide buyers on the e-commerce platform wholesome, and genuine products, up-to-date product quantity information and accurate product description.

Authorizations

  1. The Vendor grants to the Company the exclusive, worldwide, royalty-free right and license to use and display any product or service information, specifications, warranty information, data, images, and/or intellectual property the Vendor furnishes the Company for use and display in its e-commerce platform during the term of this Agreement. The Company may use Vendor content for any purpose related to its e-commerce business or in furtherance of promoting the Vendor’s products, including but not limited to use in the Company’s website, emails, marketing or advertising campaigns. The Vendor acknowledges that the Company is relying upon the Vendor to ensure that all Vendor Contents are accurate and complete, and the Vendor agrees to notify the Company and revise and resubmit Vendor Content promptly upon discovery that it is inaccurate or incomplete.
  2. The Company agrees that it will not make modifications or alterations to Vendor Content without the Vendor’s prior confirmation. Except for the limited license granted to the Company herein, the Vendor retains all right, title, and interest to Vendor Content.

Compensation: The Vendor hereby agrees to compensate the Company in accordance with the agreed terms of commission schedule for the following services:

  1. The opportunity offered to advertise it’s products and services on its e-commerce platform at an agreed percentage per sale and
  2. the delivery of the physical products to their buyers.

E-wallet: The Vendor shall have and maintain a minimum balance of N10, 000.00 (Ten Thousand Naira) only in it’s e-wallet with the Company upon registration with www.healthchoicemall.com. 

Commissions and Payments: The Vendor hereby consents to the Company deducting commissions for all fulfilled orders directly from its wallet or from its designated Bank Account in the event the wallet is empty.

The Company shall, from time to time, review the categories in its commission schedule and will notify the Vendor of any such changes by communicating directly to the Vendor, or publishing the same on the dedicated Vendor portal, or on its website at least fourteen (14) days before any variation in commission rate or charging structure takes place. 

The Company shall remit payments for sales generated by the Vendor on its e-commerce platform less the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the parties.

Service Delivery: The Company shall use reasonable diligence in delivering the following services to the Vendor:

  1. Personalised online storefront complete with payment gateway and escrow service on the Company’s website;
  2. Access to account management systems;
  3. Access to an account officer and other account management services;
  4. Access to logistics partners;
  5. Provision of analytics;
  6. Vendor Services Helpline Number (Mon – Sat: 08:00 – 18:00)
  7. E-marketing, and other marketing services as available and appropriate.

The Company may, at its sole discretion, add or remove any of the services listed above from time to time and some of the new services may attract separate charges, in which case the Vendor will be duly informed before provision of the said services.

The Company reserves the right to alter or vary the available services, the nature of the services and any charges at its sole discretion.

Quality of Products and Services: The Company is committed to offering its customers high quality products and services all the times and have zero tolerance for unwholesome, substandard, counterfeit, refurbished, hazardous and/or unauthorized products and services. The Company holds all Vendors to this same high ethical standards and will not waver for any reason whatsoever. 

Every Vendor has the responsibility to source and sell only authentic and wholesome products and services. If a Vendor is determined by the Company to have sold an unwholesome, substandard, counterfeit, refurbished, hazardous or otherwise unauthorized products or services, the Company may suspend or expel the Vendor from its e-commerce platform immediately and without warning, and current and future payments held by the Company on the Vendor’s behalf may be withheld and forfeited.

Delivery Timelines

  1. Tangible products: The Vendor agrees to deliver within 3 working days. If the request is made after work on Saturday or Sunday, the products shall be delivered on Wednesday.
  2. Intangible Products: the Vendor agrees to deliver within 24 hours after the request has been made.

Confidentiality: The Company and the Vendor acknowledge and agree that the scope of work and all other documents and information related to the delivery of the services of the Company will constitute trade secrets of the Company. The Vendor agrees to keep as secret the Confidential Information and shall not at any time during or after the terms of this agreement, without the Company’s prior written consent. Excluded from the “Confidential Information” definition is anything that can be seen by the public.

Independent Contractors: The parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name. Both parties shall be responsible for payment of its own taxes on all compensation earned under this Agreement.

Indemnification: The Vendor shall indemnify, defend, and hold harmless the Company from and against any and all claims, lawsuits, judgments, losses, civil penalties, civil and criminal liabilities, damages, costs, and expenses, including reasonable attorney’s fees and court costs, arising out of or related to any: 

  1. Alleged defect in or injury from the Vendor’s products and/or services;
  2. Alleged failure, breach or default of the Vendor or the Vendor’s products and/or services to comply with this agreement or any laws, regulations, warranties, guarantees, or representations of the Vendor;
  3. Allegations concerning Vendor content;
  4. Negligent or grossly negligent action, inaction, omission or intentional misconduct of the Vendor; 
  5. Use of or infringement upon any intellectual property right of the Vendor; 
  6. Willful violation of the law, wrong description and price of products advertised; 
  7. Provision of unwholesome, fake, inferior or substandard products that have been sold as genuine;
  8. Sale of used, refurbished or damaged products by passing it off as new or unused;
  9. Listing and selling products and / or services that have not been authorized for sale by the appropriate regulatory body (including but not limited to the Nigerian Communications Commission, National Agency for Food Drug Administration and Control, Standards Organisation of Nigeria etc);
  10. Failure to meet the standard of quality set by the Company for that product and/or service (details available on request);
  11. Engages in any activity which would be considered illegal under the Nigerian law, or engages in any activity that could be considered fraudulent or misleading.

The Company shall indemnify Vendor from any:

  1. Alleged failure of the Company to comply with this Agreement;
  2. Negligent or grossly negligent action, inaction, omission or intentional misconduct of the Company.

Entire Agreement: This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. The Company reserves the right to alter these terms and conditions at any point without notice, by updating the content on its website.

Returned Orders and Limitation of Liability: Not withstanding applicable returns policy, the Vendor further covenants to:

Pick up fresh returned orders from the Company Pick Up Centres within 3 days of notification of such return via sms or e-mail, failing which, the order will be returned by the Company to the Vendor at a fee which will be deducted from the Vendors wallet or bank account and the Vendor will be duly notified of this.

The Vendor hereby indemnifies the Company against any such claims and holds the Company non-liable for its return of the returned goods referred to in the clause above.

Term & Termination: Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party.

The Company has the right to remove the Vendor from its e-commerce platform if any, or a combination, of the following breaches are committed:

  1. Failure to make a product that has been sold on the e-commerce platform available for delivery within three (3) working days after it was supposed to be available for delivery;
  2. Provides unwholesome, fake, inferior or substandard products that have been sold as genuine;
  3. Provides used, refurbished or damaged products that has been sold as new or unused;
  4. Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the NCC, NAFDAC etc);
  5. Fails to meet the Quality Of Service Standards (QoS) as defined in the Company ratings system (details on request);
  6. Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;
  7. Engages in any activity that brings the Company, or any of its partners or affiliates or other Vendors on the e-commerce platform into disrepute.

The Company reserves the right to alter its Quality of Services Standards at any time, and in the event of any changes, the Company will duly notify the Vendor by publishing the same on its e-commerce platform. 

The Company will formally notify the Vendor in the event of it breaching any of these rules.

Insurance: The Vendor shall be responsible for insurance in relation to goods shipped to customers.

Copyright and Trademark: The Company respects all copyright and trademarks of others and expects the Vendor to do the same. The Company will immediately suspend or expel any Vendor who infringes another’s trademark or copyright.

Restrictions and Prohibitions:

  1. All products and services description must be true, accurate and non-misleading.
  2. Products and services sold by Vendors must not be fraudulently obtained or and no Vendor must be involved the sale of counterfeit or stolen items.
  3. Vendors must not infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; the Company, if the need arises and at its sole discretion, disable and/or terminate the accounts of Vendors who are found to have contravened this clause.
  4. Vendors must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising).
  5. Products/description of products must not be defamatory, libelous, unlawful, threatening, harassing, advocating or promoting violence, neither should it pose any significant risk of death or injury, or other unlawful activities.
  6. Vendors must not display images containing any form of pornography.
  7. Vendors must not sublease their account or give another access to their account or sublease their Store to third parties;
  8. Vendors must not incur liability for the Company and its subcontractors or expose them to undue risk or otherwise engage in activities that the Company, at its sole discretion, determines to be harmful to its staff, affiliates, operations, reputation, or goodwill.
  9. Vendors must not post or display any materials that exploits or otherwise negatively exposes children under age of 18 years.
  10. Vendors must not conduct activities such as gambling, sweepstakes, raffles and lotteries on the Company’s e-commerce platform.

Severability: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 

No Waiver: The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

Reservation of Rights: The Company retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Vendor not to list, any or all products in its sole discretion. The Company may, at its sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of the Vendors transactions. The Vendor will stop and/or cancel orders of its products and / or services if asked to do so by the Company (provided that if the Vendor had transferred the products to the applicable carrier or shipper, it will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). The Vendor will refund any customer (in accordance with this Vendor Agreement) that has been charged for an order that the Company stops or cancels.

Intellectual Property: The Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by the Company shall be and remain the sole property of the Company.

Entire Agreement: This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

Assignment of Rights: The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

Force Majeure: The parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement, shall be settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;

Where the parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Lagos State Multi-Door Court House (LMDC), Igbosere, Lagos under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.