EFFECTIVE: 26TH JULY, 2024
PLEASE CAREFULLY READ THIS TERM AND CONDITION (“AGREEMENT”). IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND PEPSA TECH AND INVESTMENT LTD, ITS SUBSIDIARIES AND AFFILIATED COMPANIES, (COLLECTIVELY, “PEPSA,” “Pepsa.co,” “WE,” “US,” OR “OUR”).
This Agreement (“Agreement”) is made and entered into by and between you, the undersigned Designate (“VENDOR”), an independent sellers, Organisation, Business, or other businesses of selling or providing services to customers as contemplated by this Agreement, and Pepsa Tech and Investment Ltd. (“PEPSA” or “COMPANY”). VENDOR may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any business activities.
a. “Pepsa Tech and Investment Ltd” (also referred to as Pepsa) is the company that provides an online marketplace platform and other business solution using web-based technology that connects (customers) with business, facilitate payment (with third-party financial provider) and delivery contractors using web-based technology (“PEPSA platform” or “platform”). Pepsa is not the financial solution providers or delivery service agent.
b. “Plug” is a web-based technology including for businesses or vendor to manage business operation, sales activities, customer tracking, payment, accounting management and delivery activities. Through the platfrom, business/Vendors may and regularly should review and confirm its transactions, fees, and account on the Plug Platform.
c. “Pepsa-Dispatch and API” means the delivery service application programming interface (API) that allows Users (Customers and/or Vendor) to communicate information with independent dispatch contractors.
d. “Vendor” means the individual sellers, businesses or corporate entity that register and operate on the Plug platform.
e. “Customer” means the buyer who buys, receive invoice or delivery from Vendor through the Plug or Pepsa-Marketplace.
f. “Order” means transaction (sales of product/service or donation) request/directed to Vendor through any of Pepsa Platform including Plug
g. “Independent Contractor” means independent service providers including but not limited to “Logistic Vendor” and/or “Dispatcher” who engages in the monitoring and delivery activities from pickup address to delivery address.
h. “Logistic Vendor” means the individual or business that engages in the activity of onboarding, monitoring and supervising the activity of Dispatcher
i. “Dispatcher” means individual rider, drivers etc. registered by a Logistic Vendor to accept, pick item from a location and deliver another location on behalf Logistic Vendor.
i. The service provided by Pepsa is limited to referring customers to the vendor and accepting orders, payments on their behalf, and networking delivery agents.
ii. In addition, it is Pepsa's discretion to provide the vendor with analytics about the performance of its business or products and additional marketing support. This support may be reflective of the agreed level of commission.
iii. Vendor and Pepsa agree they are independent businesses whose relationship is governed by these Terms, and any applicable terms between the Parties. Nothing in the Parties' agreements, relationship, or transactions shall create or be construed as creating any agency, partnership, fiduciary or joint venture relationship between Pepsa and Vendor (or Vendor's employees, representatives, or locations), Pepsa and Dispatcher, or Pepsa and Customers. Except as expressly set in these Terms, and any applicable terms between the Parties, each Party shall be responsible for its expenses, tax, profits, and losses.
iv. Pepsa may carry out changes to the website, application, or service, or suspend the service, without notice. Pepsa shall hold the right to review commission, charges or monetize any part of the Plug platfrom or another solution provide at any time and interval with or without notice.
v. To maintain its reputation for quality and high standard of service, Pepsa reserves the right to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.
vi. The Vendor authorizes Pepsa to accept orders, payment and track customers engagement with Vendor’s offerings.
b. Vendor’s Responsibilities and Rights: Vendor will promptly:
Vendor grant Pepsa the right to collect payment for relevant order and transaction fees in Pepsa's name on behalf of the Vendor, and pays it out to the Vendor according to the invoicing agreement. The Vendor will keep receipts of Vendor Delivery to customers for at least 15 months and make those available on request. In case of problems that may cause the order to be withdrawn, or in case of a delivery failure, the Vendor must immediately notify Pepsa by email and/or phone so that the payment may be canceled
Refunds and re-orders will be addressed as follows:
a. Marketplace Order Refunds If Pepsa, in its sole reasonable discretion, has to issue a refund, credit, or re-order on a Customer’s Order, Vendor will prepare the products to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order, as applicable, unless the refund, credit or re-order is due to the fault of the Pepsa or Dispatcher.
b. Dispatch Order Refunds Vendor acknowledges and agrees that Pepsa shall be responsible only for facilitating the delivery of Vendor Product(s) to Customers. Vendor shall be solely responsible for any customer complaints regarding Vendor Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Vendor Product(s). Vendor agrees not to refer any Customer complaints directly to Pepsa. Any complaints regarding the timeliness or quality of a Dispatcher’s delivery service shall be reported by the Vendor to Pepsa. If the completion of a Dispatch Order is more than 2 hours late and due to the fault of Pepsa, Pepsa will reimburse Vendor for all or a portion of the delivery cost of the applicable Dispatch Order. If Vendor elects to refund a Customer for any reason, such an election shall not obligate Pepsa to provide a corresponding reimbursement to Vendor. If a Vendor Product has been visibly damaged with proof from Customer, Logistic vendor may reimburse Vendor for all or a portion of the order subtotal. For this agreement, in no event shall Pepsa be obligated to issue any refunds directly to Customers.
i. Vendor grants Pepsa a royalty-free, non-exclusive, limited, revocable, and non-transferable right and license to use and display the Vendor Content in the provision of services to Vendor, including, where applicable, listing Vendor as a Vendor on the Pepsa Platform(s), referencing Vendor as a Pepsa partner, promoting Pepsa’s products and services, and sharing Vendor Content with third parties, including third-party services which enable Pepsa Customers to access the Pepsa Platform (including its web pages) for Orders. As used herein, “Vendor Content” includes, without limitation, Product, photographs (either provided by Vendor or adopted data), business information and Vendor Service/Product descriptions (either provided by Vendor or adopted data), trademarks, logos, Vendor name, location, URL, phone number, and other materials provided by Vendor to Pepsa.
ii. If photographs of Vendor’s Product items are not available or if they do not meet Pepsa’s requirements, as reasonably determined by Pepsa, then Vendor consents to Pepsa (i) engaging a professional photographer to take photographs of Vendor’s products items or other products, (ii) enhancing the quality of Vendor’s existing photographs, (iii) using stock photographs of the menu item or other products, or (iv) using photographs from Vendor’s website or social media channels, and displaying such photographs on the Pepsa Platform as representations of Vendor’s Product items; provided that Vendor may contact Pepsa support to have such photographs removed from the Vendor’s store listing and, in such event, Pepsa will comply promptly.
i. The Vendor indemnifies Pepsa from all claims arising about matters outside Pepsa's control, including but not limited to the quality of goods and services provided by the Vendor. The Vendor further indemnifies Pepsa from third parties' claims resulting from any violation of laws and regulations by the seller.
ii. Pepsa cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.
iii. VAT liability rests with the Vendor and Pepsa will not be responsible for any VAT issues.
i. Pepsa has the right to freely maintain the Vendor's bank account, listing and its ranking on its various Platforms. Pepsa offers customers the opportunity to give ratings and reviews of the Vendor's goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers.
ii. Pepsa reserves the right to delete, rate and reviews your account, products and activities. Pepsa may scan, transcribe, and publish online the Vendor's listings, logos, products, images and other materials required. The Vendor grants Pepsa a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by him, for advertising Pepsa's service. In particular, this includes use in Google AdWords campaigns, domain name registrations, and other online marketing and search engine optimization measures
i. This agreement is valid as soon as the Vendor signs up, sign contract, or fulfills the form provided by Pepsa, and remains valid indefinitely, until termination by either party. Termination may occur at any time, with a period of notice of one month, in writing, by email, post, or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for an important cause remains unaffected.
ii. The right to immediate termination, in particular, covers the case where the Vendor repeatedly receives negative ratings and reviews on the website, and when these are not unjustified. Repeatedly providing misleading information or withholding information required to present the Vendor's items is also grounds for immediate termination. Typos, mistakes, and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.
i. If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause with a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.
ii. Pepsa reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. Pepsa may, at its sole discretion, remove Vendor Service/Products from the Pepsa Platforms. If Pepsa determines that such Vendor Product, business or organisation could subject Pepsa to undue regulatory risk, health, and safety risk, or other liability. Pepsa may, at its sole discretion, remove any Vendor virtual brand concept from the Pepsa Platform if Pepsa determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by Pepsa. Pepsa also may revise these Terms from time to time. We will notify Vendors of material revisions via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
iii. Any terms and conditions of the Vendor are not part of this agreement unless Pepsa expressly agrees to adhere to them in writing.
a. Scope of Arbitration Agreement
i. Any dispute, controversy, or claim arising out relating to or in connection with this contract, including the breach, termination, or validity thereof, or the relationship between the parties and their personnel (collectively “Disputes”) shall be finally resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advance only on an individual (non-class, non-representative) basis; and
ii. You or Pepsa may seek injunctive relief in court for infringement or another misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Pepsa and Vendor agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all Disputes and shall be binding upon and enforceable by not only the parties, but also their affiliates, subsidiaries, and their respective owners, officers, directors, managers, and employees. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. If you agree to arbitration with Pepsa, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any such class, collective, and/or representative lawsuit. Instead, by agreeing to arbitration, you may bring your claims against Pepsa in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator.
b. Informal Resolution
You and Pepsa agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Pepsa, therefore, agree that, before either, you or Pepsa demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice unless an extension is mutually agreed upon by the parties. To notify Pepsa that you intend to initiate an informal dispute resolution conference, email Dispute@pepsa.co, providing your name, the telephone number associated with your Pepsa account (if any), and the email address associated with your Pepsa account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
c. Arbitration Rules and Forum
This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. If for whatever reason the rules and procedures of the Federal Arbitration Act cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference under paragraph 15(b). If this notice is being sent to Pepsa, it must be sent by email to the counsel who represented Pepsa in the informal dispute resolution process, or if there was no such counsel then by mail to General Counsel, at the address provides on this agreement page. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically stay pending the outcome of that proceeding.
d. Arbitration Appeal
If the arbitration award includes any injunction or a monetary award that exceeds N10,000,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final.
e. Waiver of Jury Trial
You and Pepsa waive any constitutional and statutory rights to sue in court and receive a judge or jury trial. You and Pepsa are instead electing to have all Disputes resolved by arbitration, except as specified in Section 15(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Pepsa welcomes your questions or comments regarding the Terms:
PEPSA TECH. AND INVESMENT LIMITED
52, Adeoya Street, Akobo, Ibadan,
Oyo State, Nigeria.
Support Email: Support@pepsa.co
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