15. Vendor Warranties and Representations

The Vendor warrants that all products and services offered through the Marketplace comply with applicable laws, regulations, and Marketplace requirements.

The Vendor indemnifies the Marketplace against claims, losses, liabilities, or damages arising from:

• Defective or unsafe products;
• Personal injury or property damage caused by products;
• Copyright infringement;
• Trademark infringement;
• Inaccurate, misleading, or incomplete product descriptions;
• The sale or distribution of illegal or prohibited products; and
• Any other breach of the Vendor’s warranties or obligations under this Agreement.

16. Marketplace Rights

The Marketplace reserves the right, at its sole discretion and where reasonably necessary, to:

• Remove or modify listings;
• Edit listing formatting, descriptions, or presentation;
• Suspend or restrict listings;
• Suspend Vendor accounts;
• Terminate Vendor accounts;
• Remove products from the Marketplace; and
• Take any other reasonable action necessary to protect the Marketplace, its customers, Vendors, or comply with applicable laws and regulations.Where circumstances require immediate action, the Marketplace may exercise these rights without prior notice.

17. Fraud and Prohibited Conduct

For the purposes of this Agreement, fraudulent or prohibited conduct includes, but is not limited to:

• Creating or submitting false orders;
• Providing false or fraudulent tracking information;
• Manipulating product prices;
• Manipulating reviews, ratings, or customer feedback;
• Selling counterfeit or unauthorised goods;
• Identity fraud or impersonation; and
• Any other deceptive, fraudulent, or dishonest activity.

Any Vendor found to have engaged in fraudulent activity may be subject to immediate suspension or termination of their account, without prior notice.

18. Suspension

The Marketplace may immediately suspend or restrict a Vendor’s account, listings, or access to the Marketplace where:

• The Vendor breaches applicable laws or regulations;
• The Vendor’s conduct or products may endanger customers or other users;
• Fraudulent or suspicious activity is suspected;
• The Marketplace receives multiple or serious complaints concerning the Vendor;
• Marketplace fees or other amounts remain unpaid;
• The Vendor fails to maintain the service and product standards agreed to upon registration; or
• The Vendor otherwise materially breaches this Agreement or the Marketplace Rules.

Where appropriate, the Marketplace may request corrective action before restoring the Vendor’s account or listings.

19. Termination

Either party may terminate this Agreement by providing the other party with 30 days’ written notice.

The Marketplace may terminate the Agreement immediately where the Vendor commits a material breach of this Agreement, engages in fraudulent or unlawful conduct, or where immediate termination is otherwise reasonably necessary to protect the Marketplace, its customers, or other users.

Termination does not affect any rights, obligations, or liabilities that accrued before the termination date.

20. Limitation of Liability

To the maximum extent permitted by applicable law, the Marketplace shall not be liable for:

• Loss of profits or revenue;
• Business interruption;
• Loss or corruption of data;
• Indirect, incidental, special, or consequential damages;
• Disputes between Vendors and customers;
• Delivery delays or delivery failures; or
• Any loss arising from circumstances outside the Marketplace’s reasonable control.

To the maximum extent permitted by law, the Marketplace’s total aggregate liability arising out of or in connection with this Agreement shall be limited to the total fees actually paid by the Vendor to the Marketplace during the six (6) months immediately preceding the event giving rise to the claim.

21. Indemnity

The Vendor agrees to indemnify and hold harmless the Marketplace, its owners, directors, employees, representatives, and agents against any claims, losses, damages, liabilities, costs, and expenses arising out of or relating to:

• Products or services sold by the Vendor;
• Consumer or customer claims;
• Regulatory investigations or enforcement actions;
• Tax claims or liabilities arising from the Vendor’s activities;
• Copyright, trademark, or other intellectual property claims;
• Disputes involving the Vendor’s suppliers or business partners; and
• Any breach by the Vendor of this Agreement or applicable law.

22. Confidentiality

Both parties agree to keep confidential and not disclose to unauthorised third parties any confidential information obtained in connection with their relationship under this Agreement.

Confidential information may include, but is not limited to:

• Business and commercial information;
• Customer information;
• Pricing and financial information;
• Technical information;
• Operational information; and
• Any other information reasonably understood to be confidential.

This obligation does not apply to information that is publicly available, independently obtained, or required to be disclosed by law or a competent authority.

23. Data Protection and Privacy

The Vendor agrees to comply with all applicable Namibian data protection and privacy laws and regulations.

Customer information obtained through the Marketplace may only be collected, accessed, stored, and used for legitimate purposes related to fulfilling orders and providing the relevant products or services.

The Vendor shall not sell, disclose, distribute, or otherwise share customer information with unauthorised third parties.

The Vendor shall take reasonable measures to protect customer information against unauthorised access, disclosure, loss, misuse, or destruction.

24. Force Majeure

Neither party shall be liable for any delay, interruption, or failure to perform its obligations under this Agreement where such delay or failure results from circumstances beyond its reasonable control.

Such circumstances may include, but are not limited to:

• War or armed conflict;
• Pandemics or epidemics;
• Government action or restrictions;
• Natural disasters;
• Internet or telecommunications outages;
• Power failures;
• Civil unrest;
• Strikes or industrial action; and
• Any other unforeseeable circumstance beyond the reasonable control of the affected party.

The affected party shall take reasonable steps to minimise the impact of the force majeure event.

25. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Namibia.

The courts of Namibia shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, subject to any applicable mandatory legal requirements.

26. Entire Agreement

This Agreement, together with the documents and policies incorporated into it, constitutes the entire agreement between the Vendor and the Marketplace concerning the Vendor’s participation in the Marketplace.

The documents forming part of the agreement include:

• Vendor Terms;
• Privacy Policy;
• Marketplace Rules and Customer Terms & Conditions;
• Commission Fee Schedule; and
• Vendor Rates and Packages.

In the event of any conflict between these documents, the Marketplace may determine the applicable order of precedence, subject to applicable law.

27. Acceptance

The Vendor acknowledges that they have read, understood, and agreed to be bound by this Agreement and all applicable Marketplace policies and rules.

By registering as a Vendor on the Marketplace and electronically accepting these terms, the Vendor confirms their acceptance of this Agreement.

Electronic acceptance, including ticking an acceptance checkbox, clicking an acceptance button, or completing the Vendor registration process where acceptance is required, shall constitute the Vendor’s valid acceptance of this Agreement.