Terms of Sales
1. INTRODUCTION
1.1. Azoomar Sarl operates an e-business marketplace that includes a website, a mobile, tablet, and PC application, and a logistics and payment structure for the digital marketing of consumer products and services in the African market and worldwide.
1.2. The following general terms and conditions of sale apply to all sales transactions and to all sellers operating on the Azoomar Marketplace.
1.3. To begin selling on our marketplace, you must register as a seller by selecting one of the following categories: Home seller, Market seller, Stress seller, Business and NGO, Freelance professional, Accredited training center, etc.
1.4. Your registration on the Azoomar Marketplace constitutes acceptance of the General Terms and Conditions of Use and Service, the General Terms and Conditions of Sale and other applicable terms, codes, policies and guidelines, Azoomar products and services, the mobile and PC application, and the software provided by Azoomar in connection with all of the foregoing, collectively referred to as the Azoomar Products and Services.
1.5. These General Terms and Conditions of Sale govern all sales transactions of products and services on the Azoomar Marketplace between you and the Azoomar Marketplace. Before finalizing your registration on our Marketplace, you must check the acceptance box to signify your express acceptance of all General Terms and Conditions of Use and Sale, Terms of Service, policies and guidelines, codes, and other applicable terms on the Azoomar Marketplace. When you click “I agree,” it means you have signed an electronic contract that has the same legal value as an original written contract, and you are now bound to Azoomar Sarl by a duly executed and valid contract for the purposes hereof and for all purposes, and/or by physical signature, if required by the laws of the territory.
1.6. Azoomar offers a wide range of services, and additional terms and conditions may apply. Furthermore, when you use an Azoomar service (for example, your profile, mobile or PC applications, the communication manager), you are also subject to the terms, guidelines, and conditions applicable to that Azoomar service (the Terms of Service). If these general terms and conditions conflict with the Terms of Service, the Terms of Service shall prevail.
1.7. It is strictly forbidden for an Azoomar employee or a member of their family to register as a seller on the Azoomar platform, unless a request has been made by the requesting employee and approved by Azoomar in order to avoid conflicts of interest.
2. Seller Shops:
2.1. When you access the Azoomar Marketplace interface via the link on its website www.azoomar.cm or through the mobile and PC applications, you can register via the “BECOME A VENDOR” portal and follow the various steps to create your seller account.
2.2. After completing the shop creation process by filling in all the identification information and paying the subscription fees, you will be redirected to your email address for validation via the link that is automatically sent. Your account will be operational once our technical department discreetly confirms its activation as soon as possible.
2.3. Once your account is created on our Marketplace, you are solely responsible for your shop, your listings, your products and services, and their descriptions, and you hereby agree that:
2.3.1. You will obtain all the licenses and authorizations required to sell your products on our platform and, to the extent required by applicable law, you must register with the relevant tax authorities and pay all taxes and obligations related to your business and the sale of your products and services.
2.3.2. You agree and accept that you may only open one account on the “Become a Vendor” tab for legitimate business purposes, and this will be determined at Azoomar’s sole discretion. Furthermore, you must inform Azoomar if you (or any person or entity related to you) open an account on the “Become a Vendor” tab.
2.3.3. However, Azoomar allows some of its network partners the flexibility to subscribe to partner offers (KITs), and currently, you have the option to activate one subscription under your personal identity and the remainder under other individuals based on their respective identities.
2.4. You must have the autonomy to manage your shop on our Marketplace:
2.4.1. You must cooperate competently and diligently, acting in good faith towards Azoomar and buyers;
2.4.2. In accordance with the Azoomar Partner Code of Conduct and other Azoomar codes, policies, and guidelines as published from time to time on our Marketplace, which form an integral part of the agreement between you and us;
2.4.3. In accordance with ethical business practices and industry best practices; and, in compliance with all applicable laws in force from time to time, including without limitation
(i) All laws, statutes, regulations, and other enactments of the territory;
(ii) The U.S. Foreign Corrupt Practices Act;
(iii) The UK Bribery Act;
(iv) All other laws against corruption, money laundering, and terrorism; and
(V) All trade or export sanctions or restrictions imposed by the territory, the United States, the United Kingdom, the European Union, the African Union, and/or the United Nations.
2.5. Without prejudice to our other rights, we reserve the right to reject, not publish, and/or remove from our Marketplace any seller’s shop that violates these seller terms and conditions, the general terms and conditions, or any Azoomar code, policy, and directive.
3. Product Listing and Registration
3.1. From your Azoomar seller account dashboard, you must upload your product list, descriptions and features, detailed pricing, specifications, and compliant images for each product. You are solely responsible for all information related to a more complete explanation of your products.
3.2. Each product must have only one listing.
3.3. You agree to be solely responsible for the listing of all your products registered on our Marketplace. You also agree that all information entered and recorded regarding your product listings must:
3.3.1. Be in good faith and comply with the categories and regulations set forth in Section 4 below;
3.3.2. Comply with the content regulations defined in the General Terms and Conditions of Use, Guidelines, and other terms and rules of the Azoomar Marketplace;
3.3.3. Include all information, specifications, and guidelines that may be required under all applicable laws and regulations, including those relating to consumer protection laws and other legislation.
3.4. All product listings submitted by sellers to our Marketplace may be subject to individual review and approval of each product at Azoomar’s sole discretion before being listed and published on our Marketplace. You agree and acknowledge that there may be a reasonable delay between the submission of images and descriptions on the “seller” portal and the publication of the product page on the Marketplace front office due to the time required by our technical department to assess the compliance of the submitted images.
3.5. We reserve the right to reject, not publish, and/or remove any product listing that violates these Terms and Conditions of Use and Sale and any other Azoomar codes and guidelines, without prejudice to our other rights.
3.6. You acknowledge and agree that:
3.6.1. Notwithstanding the fact that our technical department may approve a complete list and registration of your products, you will be entirely responsible for publishing your product list, descriptions, specifications, and all other information concerning your products; and
3.6.2. We reserve the right to impose penalties for any breach of this Section 3, without prejudice to our other rights.
3.7. You must ensure that your product list, descriptions, specifications, prices, and other product information are kept up to date. Furthermore, you must deactivate any product listings for products that are no longer available in your inventory.
4. Products
4.1. Products that may be listed and published on our platform must meet a number of requirements falling within the specific product categories of the Azoomar Marketplace.
4.2. We prohibit advertising, buying, selling, or supplying on our Marketplace any product that:
4.2.1. Violates any law or regulation, or infringes upon the intellectual property rights or other rights of any person, or gives rise to legal action against any person, in each case, in any jurisdiction and under any applicable law;
4.2.2. Consists of or contains content or material that, if published on our platform by you, would violate the content rules defined in the terms of service;
4.2.3. This includes or relates to: drugs, narcotics, steroids or controlled substances, pornography, obscene, indecent or sexually explicit material, swords, firearms or other weapons, ammunition for any weapon, or items that are otherwise prohibited under the “Prohibited and Restricted Goods Policy” accessible on the “Seller” portal as amended from time to time, or any applicable law.
4.3. We have a zero-tolerance policy for counterfeit products, and any attempt to sell counterfeit products on our Marketplace, or any other violation of our “Anti-Counterfeiting Policy,” may result in the penalties specified in the “Seller Penalty Policy,” which include financial penalties, permanent bans from using our Marketplace, and potentially legal action.
4.4. As soon as possible after receiving a written request from us, you must provide us with all information and documentation that we can reasonably request in order to verify the authenticity and conformity of your products and, where applicable, the necessary authorizations allowing you to sell them.
5. Pricing
5.1. All prices are in the currency of the seller’s territory and are inclusive of all taxes, including VAT and any other applicable taxes as regulated by law.
5.2. You are solely responsible for setting the prices of your products and services on our Marketplace and for any changes you deem necessary on the seller portal, including setting discounts, rebates, and other discounts.
5.3. The prices of your products and services must comply with all applicable regulations in the seller’s territory regarding pricing and other matters, including competition laws.
6. Ordering, Packaging, and Delivery of Products:
6.1. Once an order is placed on the Azoommar platform, the seller must immediately commit to:
6.1.1. Processing the order as indicated on the order form, packaging the product(s), and labeling the product(s) in accordance with the packaging guidelines available on the seller portal; and
6.1.2. Depositing the products at one of our nearest Relay Center locations, in accordance with the deadlines, opening hours, and procedures specified in the “Delivery Guidelines” available on the seller portal.
6.2. Section 6.1 above does not apply if you request and we approve in writing the consignment delivery service (Deposit Delivery), which will be managed in accordance with the “AzoomExpress Service Terms” available on the seller portal.
6.3. We may inspect all or part of the products we receive and we reserve the right to return any product that does not meet the packaging requirements set out in the packaging guidelines or that fails our quality controls or any other product requirements set out in Section 4.
6.4. The products to be delivered remain your property (seller) until the buyer has paid the invoice in full to Azoomar and the products have been delivered. Upon receipt of the order (product) by the buyer, ownership of the product is transferred to and acquired by the buyer.
6.5. Our liability for the products begins upon receipt by the seller and continues until delivery to the buyer. In all cases, our liability to you with respect to your products in our possession, in accordance with this Section 6, will be limited to the cost price of the products and will be subject to the limitations and exclusions of liability set out in the “General Terms and Conditions of Use“.
6.6. Without prejudice to any of our rights, we may charge you penalties for any breach of the “Packaging Guidelines” or “Delivery Guidelines,” both of which are accessible on the “Seller” portal and form an integral part of these Seller Terms and Conditions. The amount of any penalties that may be charged in accordance with this Section 6.6 is set out in the “Seller Penalty Policy,” also available on the “Seller” portal.
7. Value-Added Services
7.1. Azoomar offers several other value-added services, which you can subscribe to through the “Vendor” portal. Additional services may be added from time to time without limitation and are subject to our General Terms and Conditions of Sale, Terms of Service, Guidelines, and other relevant documents:
7.1.1. Warehousing and storage services for our vendors’ products, managed by the AzoomExpress department;
7.1.2. Digital communication and marketing services, managed by the AzoomCommunication department;
7.1.3. Training and professional development services for our vendors, managed by the AzoomLearning department;
7.1.4. Training services on digital assets, including cryptocurrencies, and assistance and facilitation of buying and selling digital assets on digital platforms, managed by the AzoomTrading department;
7.2. Subscription to value-added services will be subject to express acceptance of the additional terms and conditions applicable to them. All value-added services are governed by such additional terms and conditions, as well as these general terms and conditions of the seller, the general terms of use, and the codes, policies, and guidelines of the Azoomar Marketplace referenced herein.
7.3. Our liability to you with respect to value-added services will be subject to the limitations and exclusions of liability set forth in the general terms of use.
8. Subscription
8.1. Subscription to the Azoomar Marketplace must be confirmed by payment of the subscription fees (excluding taxes) according to the subscription package selected when you registered as a seller.
8.1.1. Subscription fees on the Azoomar Marketplace are non-refundable regardless of the reason for the claim and are valid for the period requested at the time of your subscription or for a period of one year (1 year) for the annual subscription, and take effect immediately upon your subscription. On the expiration date of your subscription, you must renew it for the requested period.
8.1.2. Each subscription on the Azoomar Marketplace entitles you to an affiliate link that you can use to refer other members and receive corresponding commissions and other bonuses according to your initial subscription package. Subscription pricing details and bonus percentages are listed in the price list, which you can view on our “seller” portal.
8.2. When you subscribe as a customer, no subscription fees are charged.
8.3. The seller’s subscription fees (excluding taxes) are paid using the payment methods available on our platform and accessible during the registration process.
8.4. Each subscription package specifies the details of its contents, presented as a bundle for sale.
9. Commissions and Fees
9.1. We will charge a commission on each sale made on our Marketplace, as well as fees for all services, including value-added service fees related to that sale, as detailed in the “Commissions and Fees Sheet” on the “Seller” portal or in the corresponding value-added service agreement, if applicable.
9.2. In the case of a promotion supported and financed by Azoomar, the commission will be calculated based on the selling price, which is the price set by the seller at the time of the order.
9.3. We reserve the right to charge you commissions and/or fees if the sale is not completed, to cover the costs of our services.
9.4. We reserve the right to modify commissions and/or fees from time to time by updating the “Commissions and Fees Sheet” on the “Seller” portal and notifying you of any such changes in advance by email. This will not affect any obligation to pay commissions that accrued before the new rates were updated and displayed, or for services that have already been paid for.
10. VAT and Other Taxes
10.1. Except for subscription packages, which are tax-exclusive, all amounts displayed on our Marketplace are inclusive of all taxes and any other applicable transaction taxes. The seller acknowledges that:
10.1.1. Commissions are calculated as a percentage of the product selling prices. Product selling prices are set by the seller inclusive of all taxes. VAT and other applicable taxes are the responsibility of the customer.
10.1.2. Commissions charged on sales inclusive of all taxes include VAT and all other related taxes.
10.1.3. In the event of an increase in the VAT rate or any other applicable taxes, the commission amount will be automatically adjusted to ensure that Azoomar’s net revenue remains constant. The seller may, at their discretion, revise prices accordingly as provided in section 5.2.
10.2. The seller is solely responsible for all taxes applicable to transactions concluded on the Azoomar Marketplace with buyers, including VAT, and is therefore responsible for declaring, filing, and paying these taxes.
10.3. If a transaction involves the importation of products to be delivered to the buyer and such a transaction may result in the seller establishing a permanent establishment, the seller is responsible for complying with its tax obligations in the territory where it has established a current or future tax relationship. The seller understands and acknowledges that the execution of the shipment may create a tax relationship, for example, a permanent establishment.
10.4. If a competent tax authority in a territory determines that Azoomar is responsible for the payment of any tax (including stamp duty, excise duty, or customs duties) relating to the transactions, particularly under sections 10.2 and 10.3 above, the seller will indemnify and hold Azoomar harmless in this regard. We may withhold tax on payments we process on your behalf and remit these withheld amounts to the relevant tax authorities.
10.5. Upon receiving a written request from us, you must provide us with all information and documentation we can reasonably request to identify you and to fulfill or facilitate our legal obligations regarding the taxation of payments made to us or processed by us. We may be required to provide this information and/or these documents to the relevant government and tax authorities.
11. Collection and Disbursement of Funds
11.1. Azoomar is responsible for collecting payments made by buyers for each product or service purchased on our Marketplace. From these collected payments, we deduct our commissions and, where applicable, all charges, fees, taxes, penalties, refunds, and any other amounts you owe us for any activity whatsoever.
11.2. After deducting everything listed in point 11.1 above, we will pay you the remaining proceeds from the sale of your products and services in the local currency or any other readily available and convertible currency.
11.3. All financial transactions in your account leave a record of the transaction in the system, which you can view in your payment history. If your payment was made using other usable and accessible payment methods, we can, upon your request, send you proof of the transaction via email and any other Azoomar communication channel.
11.4. All information concerning your identity recorded when you opened your account in the “seller” portal is taken into account by our system, and we use this information exactly as you provided it. You are responsible for its accuracy. You must constantly verify the accuracy of your personal information and payment account details. If there are any updates to your information, you must simply update it in your account dashboard.
11.4.1. You must ensure the security of your account by keeping your account details, particularly your username and password, in a secure location. We will not be liable for any loss or damage you may incur due to fraud or errors related to your account.
11.5. We will provide you with your account history via the “seller” portal, which will include details of the revenue from the sale of your products and services, as well as any applicable deductions and discounts.
11.6. Subject to applicable laws in the territory, we may at any time reconcile your account with us and make any necessary adjustments to offset any amounts owed to you. This reconciliation may apply to all seller accounts you hold with us if you manage multiple accounts. For the avoidance of doubt, the account statement in the seller portal serves as proof of any such adjustments.
11.7. If we find that the amount in your balance with us is less than what you owe us, this means your account is overdrawn in our books, and you must therefore pay the amounts you owe us using the payment method we will provide.
11.7.1. If you fail to make payment and it is discovered that you have stock of products available to us, we reserve the right to dispose of these products and apply all proceeds from their sale to settle your outstanding balance.
11.8. In the event that we detect potential fraud or any breach of this agreement, we may delay or suspend your payments pending investigation. Our contractual relationship will only resume if you are not directly or indirectly at fault.
11.9. Any seller on the Azoomar platform has the right to dispute a transaction or account statement and notify Azoomar administration within a reasonable period of three (3) months from the date of the transaction in question. Failure to do so will render the claim abandoned and no further recourse or claim will be possible.
12. Violation of Seller Terms and Conditions
12.1. If we reasonably determine that you have violated these Seller Terms and Conditions, our Terms of Use, or any Azoomar codes, policies, or guidelines, we may:
12.1.1. Send you one or more formal warnings;
12.1.2. Suspend, prohibit, or block your access to our Marketplace as provided in the Terms of Use;
12.1.3. Apply penalties for violations as set out in our “Seller Penalty Policy”; and/or
12.1.4. Take legal action against you, whether for breach of contract or otherwise.
12.2. We may modify the penalty amounts for our sellers at any time and update the “Seller Penalty Policies” on the “Homepage of our Marketplace.” These modifications will not automatically apply to seller penalties accumulated before the announcement of the new changes.
12.3. However, we wish to clarify that the consequences of the violation stipulated in section 12.1 above also apply if:
12.3.1. You fail to achieve a minimum level of satisfaction and operational performance to provide buyers with a satisfactory shopping experience on the Azoomar Marketplace; or
12.3.2. You repeatedly receive negative customer ratings, reviews, or any other negative feedback regarding the quality of your products and services.
13. Insurance
13.1. You must have a current insurance policy covering liabilities under this agreement and provide Azoomar with proof of such insurance upon request.
14. Confidentiality and Data Protection
14.1. All information and documents relating to the conduct of Azoomar’s day-to-day business, in accordance with these terms and conditions, including information relating to Azoomar’s business and marketing policy, strategies, procedures, and sales information, are strictly confidential unless they have already been made public by Azoomar. You must not use Azoomar’s confidential information for any purpose other than fulfilling your obligations under this agreement, and you must not disclose Azoomar’s confidential information without our prior written authorization or consent.
14.2. The seller must not send any advertising or promotional communications to buyers on our Marketplace without Azoomar’s prior written authorization or consent. In the event of a breach of this requirement, the seller will be directly and fully liable to the users of our Marketplace for any misuse or unauthorized use of their personal data.
14.3. If Azoomar is sued, fined or incurs other costs as a result of the seller’s processing of personal data obtained through our Marketplace, the seller will indemnify Azoomar accordingly, which the seller expressly accepts.
15. Other
15.1. These general terms and conditions of sale are subject to the general terms and conditions of use (applicable to both sellers and buyers) and are governed by and construed in accordance with the laws of the territory.
15.2. For sellers operating on multiple Marketplaces operated by Azoomar affiliates, each transaction is subject to the laws and jurisdiction of the territory where the Marketplace in question is located and on which the transaction took place.
15.3. We will inform you of any changes to the seller’s general terms and conditions and to the general terms and conditions of use, codes, policies, and guidelines of Azoomar within the timeframes we will specify. These amendments will be published on our seller portal. If you have any specific complaints or grievances, please write to us or contact one of our customer service representatives.
15.4. These general terms and conditions of sale and the general terms and conditions of use (applicable to sellers and buyers), the codes, policies and guidelines of Azoomar (accessible on our portal “home page”), together constitute the entire agreement between you and us regarding your use of our Marketplace and supersede all prior agreements between you and us concerning your use of our Azoomar Marketplace.