- VAT, Taxes and Invoicing
The Vendor is solely responsible for complying with all tax obligations applicable to its business and its sales.
Where the Vendor is registered for VAT, the Vendor must accurately represent its VAT status and comply with applicable VAT requirements.
A registered supplier may be required to issue a tax invoice containing the particulars prescribed by the applicable Namibian VAT legislation.
The Vendor is responsible for:
- determining whether it is required to register for VAT or any other tax;
- charging VAT where legally required;
- maintaining appropriate tax records;
- issuing tax invoices where required;
- filing required returns;
- paying taxes due to the relevant authorities; and
- providing RSOL with accurate tax information.
RSOL is not responsible for determining the Vendor’s tax obligations.
- Prohibited Products and Services
The Vendor must not list, advertise, promote or sell products or services that are prohibited by law or by RSOL.
Without limitation, the Vendor must not list products or services that:
- are illegal;
- are counterfeit or unlawfully reproduced;
- infringe intellectual property rights;
- are stolen or unlawfully obtained;
- require a licence, permit or certificate that the Vendor does not possess;
- are unsafe or defective;
- contain misleading or fraudulent claims;
- violate applicable age restrictions;
- violate applicable liquor, tobacco or controlled-product legislation;
- create an unreasonable health or safety risk;
- violate applicable import, export or customs requirements; or
- RSOL reasonably determines should not be offered through the marketplace.
RSOL may request proof of permits, licences, certifications or other documentation before allowing a product to be listed.
RSOL may immediately suspend or remove a product where it reasonably believes that the product may be unlawful, unsafe or non-compliant.
- Regulatory Compliance
The Vendor is solely responsible for ensuring that its business, products and services comply with all laws, regulations, standards, permits, licences and regulatory requirements applicable to the Vendor.
This includes, where applicable, requirements relating to:
- consumer protection;
- electronic commerce;
- taxation and VAT;
- product safety;
- intellectual property;
- advertising;
- competition;
- imports and customs;
- restricted products;
- alcohol and tobacco;
- age-restricted products;
- health-related products;
- environmental requirements; and
- any industry-specific regulation.
The Electronic Transactions Act, 2019 establishes a framework for electronic transactions and electronic commerce in Namibia, including consumer protection in electronic commerce. Vendors must therefore ensure that their conduct on the marketplace complies with applicable electronic-commerce requirements.
The Vendor must not engage in conduct that unlawfully restricts competition, manipulates customers or otherwise breaches applicable competition law. Namibia’s Competition Act applies to economic activity within Namibia or having an effect in Namibia.
- Intellectual Property
The Vendor warrants that it has all rights, licences, permissions and authority necessary to sell, advertise and distribute its products and to provide RSOL with the content submitted for publication.
The Vendor grants RSOL a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, publish, adapt, format, distribute and otherwise use the Vendor’s product names, descriptions, photographs, logos, trademarks and other listing content for the purposes of operating, marketing and promoting the marketplace.
This licence includes the right to display Vendor content on the Site, applications, social media, advertisements, marketing materials and other RSOL-operated or authorised channels.
The Vendor must not submit content that infringes the intellectual property, privacy, publicity or other rights of any third party.
The Vendor shall be responsible for any claim arising from the allegation that Vendor-supplied content or products infringe a third party’s rights.
- Product Quality and Authenticity
The Vendor warrants that all products supplied through the Site are:
- genuine and authentic where represented as such;
- of the description advertised;
- of acceptable quality where required by applicable law;
- fit for their represented purpose;
- properly packaged;
- safe for their intended use; and
- compliant with applicable laws and standards.
The Vendor must not sell counterfeit, imitation or unauthorised products while representing them as genuine or authorised products.
The Vendor must promptly notify RSOL if it becomes aware of a product safety issue, recall, regulatory investigation, counterfeit concern or other material issue affecting a product sold through the Site.
- Orders
An order placed by a customer through the Site may be transmitted to the relevant Vendor for fulfilment.
The Vendor must process accepted orders in accordance with the applicable marketplace procedures.
The Vendor must not cancel orders without a legitimate reason.
The Vendor must not manipulate the marketplace by placing orders with itself, creating fictitious customer accounts, generating false transactions or otherwise attempting to artificially increase sales, rankings, reviews or visibility.
RSOL reserves the right to cancel, restrict or refuse an order where it reasonably believes that fraud, abuse, pricing errors, stock inaccuracies, legal compliance issues or other irregularities may be involved.
- Order Fulfilment and Delivery
The Vendor is responsible for preparing products for fulfilment in accordance with the applicable order and delivery requirements.
The Vendor must:
- package products appropriately;
- ensure the correct product and quantity are supplied;
- provide accurate delivery information where required;
- meet the applicable dispatch or fulfilment timeframe;
- cooperate with delivery agents;
- promptly communicate material delays; and
- retain reasonable records of fulfilment.
Where RSOL arranges delivery, the Vendor must make the goods available for collection or dispatch in accordance with RSOL’s instructions.
Where the Vendor is responsible for delivery, the Vendor remains responsible for fulfilling its delivery obligations to the customer.
Repeated late dispatches, failed deliveries, incorrect deliveries or cancellations may result in restrictions or termination of the Vendor account.
- Returns, Refunds and Customer Complaints
The Vendor must comply with the applicable RSOL Return/Refund Policy and any applicable law.
The Vendor must cooperate with RSOL in investigating customer complaints relating to Vendor products.
Where a product is defective, incorrect, materially different from its description, damaged or otherwise subject to a valid return or refund, the Vendor must cooperate with the applicable return, replacement or refund process.
The Vendor may not refuse a legitimate return or refund merely because the customer purchased the product through RSOL.
Where RSOL reasonably determines that a refund should be processed to protect the customer or resolve a marketplace transaction, the Vendor agrees to cooperate with the process and, where appropriate, bear the applicable cost where the issue is attributable to the Vendor.
RSOL may establish operational procedures governing returns, replacements, refunds and customer complaints from time to time.
- Customer Communications
The Vendor must communicate with customers professionally and honestly.
The Vendor must not:
- harass, threaten or abuse customers;
- request unnecessary personal information;
- encourage customers to transact outside RSOL to avoid marketplace fees;
- use customer information for unauthorised marketing;
- discriminate against customers;
- provide false or misleading information; or
- attempt to manipulate customer reviews or ratings.
The Vendor must not use customer information obtained through RSOL for purposes unrelated to fulfilling or supporting the relevant transaction unless legally permitted and properly authorised.
- Reviews and Ratings
Customers may be permitted to leave reviews or ratings concerning products and services.
The Vendor must not:
- create fake reviews;
- pay or incentivise customers to provide misleading reviews;
- submit reviews on its own behalf while pretending to be a customer;
- organise campaigns intended to manipulate ratings;
- threaten customers because of negative reviews; or
- request the removal of legitimate reviews through improper means.
RSOL may moderate, accept, reject or remove reviews in accordance with its policies and applicable law.
The Vendor acknowledges that negative reviews may remain visible even where the Vendor disagrees with them.
- Marketplace Fees and Commissions
The Vendor agrees to pay RSOL all applicable commissions, listing fees, transaction fees, subscription fees, advertising charges, delivery-related charges and other fees communicated to the Vendor.
Applicable fees may be displayed within the Vendor account, marketplace documentation or other written communications.
RSOL reserves the right to change its fees upon reasonable notice, subject to any separate written commercial agreement with the Vendor.
The Vendor authorises RSOL to deduct applicable amounts owed to RSOL from monies otherwise payable to the Vendor, where permitted.
If the Vendor disputes a charge, it must notify RSOL within a reasonable period and provide sufficient information to substantiate the dispute.
- Vendor Payouts
Subject to successful completion of applicable transactions, payment processing, refunds, chargebacks, disputes, fraud checks and other applicable procedures, RSOL will process amounts due to the Vendor in accordance with the applicable payout arrangements.
RSOL may delay, withhold or offset a payout where reasonably necessary to:
- investigate suspected fraud;
- address a customer dispute;
- process a return or refund;
- account for a chargeback;
- recover amounts owed by the Vendor;
- comply with legal or regulatory requirements;
- verify Vendor information; or
- protect RSOL, customers or the payment system from loss or abuse.
The Vendor is responsible for ensuring that its banking details are accurate and current.
RSOL is not responsible for delays caused by incorrect banking information supplied by the Vendor or by third-party financial institutions.
- Fraud, Abuse and Marketplace Manipulation
The Vendor must not use the Site to engage in fraudulent, deceptive or abusive activity.
This includes, without limitation:
- fake orders;
- fake accounts;
- false product listings;
- manipulated reviews;
- false claims of delivery;
- payment fraud;
- chargeback abuse;
- identity fraud;
- price manipulation;
- misleading advertising;
- unauthorised use of another person’s intellectual property; or
- attempts to circumvent RSOL fees or marketplace controls.
RSOL may investigate suspected abuse and may suspend accounts, remove listings, cancel transactions, withhold funds where reasonably necessary, and take legal action where appropriate.
- Vendor Data and Privacy
The Vendor agrees to comply with all applicable privacy and data protection requirements when receiving, accessing or processing customer information.
Customer information supplied through RSOL may only be used for legitimate purposes connected with the relevant transaction and authorised marketplace services.
The Vendor must take reasonable measures to protect customer information against unauthorised access, disclosure, alteration, loss or misuse.
The Vendor must promptly notify RSOL if it becomes aware of a suspected or actual security incident involving customer information obtained through the marketplace.
RSOL’s Privacy Policy forms part of the overall legal framework governing use of the Site. The existing RSOL terms state that the Services are hosted in Namibia and address the transfer and processing of data in Namibia.
- Advertising and Promotions
RSOL may offer Vendors opportunities to participate in promotions, advertising campaigns, discounts or other marketing activities.
Participation may be subject to additional terms.
The Vendor must ensure that all promotional prices, claims and representations relating to its products are accurate and lawful.
The Vendor authorises RSOL to advertise Vendor products through RSOL’s marketing channels where applicable.
The Vendor must not independently represent that a promotion is endorsed by RSOL unless RSOL has authorised such representation.
- Vendor Performance and Marketplace Standards
RSOL may monitor Vendor performance for the purpose of maintaining the quality and reliability of the marketplace.
Performance factors may include:
- order acceptance and cancellation rates;
- stock accuracy;
- dispatch and delivery performance;
- customer complaints;
- returns and refunds;
- product quality;
- compliance with listing requirements;
- customer ratings;
- suspected fraud or abuse; and
- compliance with these Vendor Terms.
RSOL may establish Vendor performance standards and may take corrective action where a Vendor consistently fails to meet reasonable marketplace standards.
Corrective action may include warnings, removal of listings, temporary suspension, restrictions on new orders, withholding of amounts where reasonably necessary, or termination.
- Third-Party Services
The Site may rely on third parties for services including:
- payment processing;
- delivery;
- hosting;
- communications;
- verification;
- fraud detection;
- technology services; and
- other marketplace functions.
The Vendor acknowledges that third-party services may be subject to separate terms and conditions.
RSOL is not responsible for failures caused solely by third-party service providers, except to the extent required by applicable law.
- Website and Service Management
RSOL reserves the right, but not the obligation, to:
- monitor the Site for violations of these Vendor Terms;
- investigate Vendor activity;
- remove or disable listings;
- restrict access to particular marketplace features;
- suspend Vendor accounts;
- refuse or cancel transactions where reasonably necessary;
- report suspected unlawful conduct to relevant authorities;
- remove content that is excessive, unlawful, misleading or burdensome to RSOL’s systems; and
- manage the Site in a manner designed to protect RSOL’s rights and property and facilitate the proper functioning of the marketplace.
RSOL does not undertake to continuously monitor every Vendor, listing, transaction or communication.
- Vendor Representations and Warranties
The Vendor represents and warrants that:
- it has full legal capacity and authority to enter into these Vendor Terms;
- all information supplied to RSOL is accurate and complete;
- it has the right to sell every product it lists;
- its products comply with applicable laws and requirements;
- its products are genuine where represented as genuine;
- its listings are accurate and not misleading;
- it possesses all required licences, permits and certificates;
- it will fulfil customer orders accepted through the marketplace;
- it will comply with applicable tax obligations;
- it will respect customer privacy;
- it will not infringe third-party rights; and
- it will comply with these Vendor Terms and all applicable RSOL policies.
- Term and Termination
These Vendor Terms remain in force while the Vendor uses the Site or maintains a Vendor account.
RSOL may suspend or terminate a Vendor account where RSOL reasonably determines that:
- the Vendor has breached these Terms;
- the Vendor has supplied false or misleading information;
- the Vendor has engaged in fraud or abuse;
- the Vendor repeatedly fails to fulfil orders;
- the Vendor sells prohibited or unlawful products;
- the Vendor’s conduct creates a risk to customers or RSOL;
- the Vendor’s products create regulatory or reputational risk;
- the Vendor has become insolvent or ceased trading; or
- termination is otherwise reasonably necessary to protect the marketplace, customers or RSOL.
Where appropriate, RSOL may provide notice before termination. However, RSOL may immediately suspend or terminate access where urgent action is reasonably necessary.
Termination does not affect rights or obligations that accrued before termination.
The Vendor remains responsible for outstanding customer obligations, refunds, returns, claims, fees, taxes and other liabilities arising from transactions completed before termination.
- Effect of Suspension or Termination
Upon suspension or termination, the Vendor must stop using the Vendor facilities and must not create another account for the purpose of circumventing the suspension or termination.
RSOL may remove or disable the Vendor’s listings.
RSOL may retain information and transaction records where reasonably necessary for legal, regulatory, accounting, dispute-resolution, fraud-prevention or legitimate business purposes.
Termination of the Vendor account does not automatically cancel customer rights or obligations relating to orders already placed.
- Modifications and Interruptions
RSOL reserves the right to change, modify, suspend or discontinue any part of the Site or Vendor facilities at any time.
RSOL may experience interruptions, delays, maintenance periods, technical failures or other events affecting the availability of the Site.
To the fullest extent permitted by law, RSOL will not be liable for losses caused solely by temporary unavailability or interruption of the Site.
Nothing in these Vendor Terms obligates RSOL to maintain any particular marketplace feature, functionality or level of availability indefinitely.
- Disclaimer
The Services are provided on an “as-is” and “as-available” basis to the fullest extent permitted by applicable law.
RSOL does not guarantee that:
- the Site will always be available;
- the Site will be error-free;
- the marketplace will generate a particular number of sales;
- customers will purchase Vendor products;
- Vendor listings will achieve any particular ranking or visibility;
- third-party services will operate without interruption; or
- the marketplace will be suitable for every Vendor’s particular commercial objectives.
RSOL does not guarantee the commercial success, profitability or sales performance of any Vendor.
The Vendor remains responsible for evaluating the suitability of the marketplace for its business.
- Limitation of Liability
To the fullest extent permitted by applicable law, RSOL and its directors, employees, officers and agents shall not be liable for indirect, consequential, incidental, special, exemplary or punitive losses arising from the Vendor’s use of the Site.
This includes, where legally permissible, loss of profit, revenue, business opportunity, goodwill, data or anticipated savings.
Nothing in these Vendor Terms is intended to exclude or limit liability that cannot lawfully be excluded or limited under applicable Namibian law.
- Indemnification
The Vendor agrees to defend, indemnify and hold harmless RSOL, its subsidiaries, affiliates, directors, officers, employees, agents, partners and service providers against claims, losses, damages, liabilities, costs and reasonable legal expenses arising from or relating to:
- the Vendor’s breach of these Vendor Terms;
- Vendor products or services;
- defective, unsafe or counterfeit products;
- inaccurate or misleading listings;
- infringement of intellectual property rights;
- breach of applicable law;
- breach of customer privacy;
- Vendor negligence or misconduct;
- customer claims relating to Vendor products;
- tax obligations of the Vendor; or
- any act or omission of the Vendor.
RSOL reserves the right, at the Vendor’s expense where permitted by law, to assume control of the defence of any matter for which the Vendor is required to indemnify RSOL.
The Vendor agrees to cooperate with RSOL in the defence of such claims.
- Dispute Resolution
Disputes concerning a Vendor’s products or services should ordinarily be addressed between the Vendor and the affected customer.
RSOL may become involved in a dispute where RSOL considers such involvement necessary or appropriate to protect customers, the marketplace or RSOL’s interests.
The Vendor agrees to cooperate reasonably with RSOL in investigating and resolving customer complaints.
RSOL’s involvement in a dispute does not make RSOL the seller or manufacturer of the Vendor’s products unless expressly agreed otherwise.
- Governing Law
These Vendor Terms shall be governed by and interpreted in accordance with the laws of Namibia.
The Vendor irrevocably consents to the jurisdiction of the courts of Namibia in respect of disputes arising from or relating to these Vendor Terms, subject to any mandatory jurisdictional requirements applicable under Namibian law.
The existing RSOL Customer Terms similarly provide for Namibian law and the exclusive jurisdiction of the courts of Namibia.
- Corrections
There may be information on the Site containing typographical errors, inaccuracies or omissions, including information concerning product descriptions, pricing, availability, promotions and other marketplace information.
RSOL reserves the right to correct such errors, inaccuracies or omissions and to update information at any time.
Where an error materially affects a transaction, RSOL may take reasonable steps to correct or cancel the affected transaction, subject to applicable law.
- Electronic Communications and Transactions
By registering as a Vendor and using the Site, the Vendor consents to receiving communications electronically, including by email, messaging systems, notifications and through the Site.
The Vendor agrees that electronic communications, electronic records, electronic orders and electronic acceptance may constitute valid records of transactions and communications, subject to applicable law.
Namibia’s Electronic Transactions Act recognises the legal effect of data messages and provides a legal framework for electronic transactions.
The Vendor is responsible for maintaining access to the email address and contact details associated with its account.
- Vendor Records
The Vendor must retain appropriate records relating to orders, products, invoices, returns, refunds, deliveries and other transactions conducted through the Site for the period required by applicable law.
RSOL may request reasonable documentation relating to a transaction for purposes of investigating disputes, customer complaints, fraud, regulatory matters or account activity.
The Vendor must cooperate with reasonable requests for information.
- Confidentiality
The Vendor must keep confidential any non-public commercial, technical, financial or operational information received from RSOL.
The Vendor must not disclose confidential RSOL information to third parties except where required by law or where disclosure is necessary to professional advisers or service providers who are subject to appropriate confidentiality obligations.
This obligation survives termination of the Vendor relationship to the extent permitted by law.
- No Partnership or Agency
Nothing in these Vendor Terms creates a partnership, joint venture, employment relationship or agency relationship between RSOL and the Vendor.
The Vendor operates as an independent business.
The Vendor has no authority to make representations, warranties or commitments on behalf of RSOL unless expressly authorised in writing.
The Vendor must not represent itself as an employee, agent, partner or legal representative of RSOL.
- Force Majeure
RSOL shall not be responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, strikes, government action, regulatory restrictions, power failures, telecommunications failures, cyber incidents, payment-system failures or failures of third-party service providers.
- Miscellaneous
These Vendor Terms, together with any applicable policies, operating rules and written commercial agreements between RSOL and the Vendor, constitute the agreement between the parties concerning the Vendor’s use of the marketplace.
RSOL’s failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.
If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision shall be severed to the extent necessary, and the remaining provisions shall remain in full force and effect.
RSOL may assign its rights and obligations under these Terms.
The Vendor may not assign its rights or obligations under these Terms without RSOL’s prior written consent, except where otherwise permitted by law.
The Vendor acknowledges that these Terms were made available electronically and agrees that the electronic form of these Terms does not affect their enforceability.
- Contact Us
For questions, complaints, Vendor support or further information regarding these Vendor Terms, please contact:
RS Online Shopping
Based in Windhoek, Namibia
Email: legal@rsonline.com.na
Website: https://www.rsonline.com.na
VENDOR ACKNOWLEDGEMENT
By registering as a Vendor on RS Online Shopping, the Vendor confirms that:
- it has read and understood these Vendor Terms & Conditions;
- it has authority to enter into these Vendor Terms;
- the information supplied to RSOL is accurate and complete;
- it agrees to comply with applicable Namibian laws and regulations;
- it accepts responsibility for the products and services it lists and sells;
- it agrees to comply with applicable RSOL policies, including marketplace, returns, refunds, payment and delivery requirements; and
- it agrees to be legally bound by these Vendor Terms & Conditions.
- Vendor Name:Â
- Business/Company Name:Â
- Registration Number (if applicable):Â
- VAT Number (if applicable):Â
- Physical Address:Â
- Email Address:Â
- Telephone:Â
- Authorised Representative:Â
- Date:Â
- Signature / Electronic Acceptance:Â