SPACEPOINTE NIGERIA LIMITED a Limited Liability Company registered under the Companies and Allied matters Act CAP C20 LFN 2004 with its office at No. 16, Akin Adesola Street, Victoria Island, Lagos (hereinafter referred to as the "SpacePointe") operates the Platform (as defined below). The following terms and conditions (this "Agreement"), govern your access to and use of this Platform and related services as a seller of Goods ("Seller").

Seller should read this Agreement carefully before using the Platform. By clicking to accept this Agreement, Seller accepts and agrees to the terms of this Agreement, SpacePointe's website Terms of Use and Privacy Policy, found at seller.pointemart.com ("Privacy Policy"). Seller may not sell Goods through the Platform unless it agrees to the terms of this Agreement.

1.0.             INTERPRETATION

1.1.             In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings :

Agreement	This contract entered into between SpacePointe and the Seller to use of SpacePointe's Platform for the purchase and sale of the Seller's Goods to customers, howsoever formed or concluded.
Business Day	A day (excluding Saturdays and Sundays) on which banks generally are open for business in Nigeria.
Competitor	Any private or corporate person, who directly or indirectly, engages in the sale of Goods on the internet in Nigeria. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor
Handling Time	time for dispatch of every Good/Item by the Seller (excluding Sundays)
Conditions	means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Seller and SpacePointe
Customer	a customer, who purchases Goods on the Platform
Goods	the goods (including any installment of the goods or any parts for them) which the Seller intends to sell to Customers over the Platform
In Writing/ Written	includes electronic mail to the e-mail address designated by SpacePointe for the purpose of communication between SpacePointe and the Seller, and any comparable means of communication, so long as such form results in a permanent record being made
IntellectualProperty	any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them
Listing Price	listing price of the Good
Platform	means the website www.pointemart.com and related services and applications, including, without limitation, software, code, files, images, contained in or generated by the software, accompanying data, feeds and other embedded software, documentation and any accompanying fonts
SKU	stock keeping unit, every unique item sold by the Seller
3PL	third party logistics provider

 

1.2.              Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

2.0.             BASIS OF THE AGREEMENT

2.1.              The use of the Platform by a Seller for the Sale of Goods shall be subject to these Conditions, which shall govern all agreements to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Seller or in correspondence or elsewhere or implied by trade custom practice or course of dealing.

2.2.              If Seller signs up for an account in the name of a corporate entity, it represents that it has full corporate power and authority to enter into this Agreement on behalf of the entity and to bind the entity to the obligations in this Agreement.

2.3.              Each party acknowledges and agrees that electronic signatures, whether digital or encrypted, of the parties shall be acceptable and are intended to authenticate this writing and to have the same force and effect as manual signatures.

2.4.              Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of SpacePointe shall be subject to correction without any liability on the part of SpacePointe.

2.5.              Upon Seller's discovery that any requirement or provision of this Agreement may conflict with any other requirement or provision, it is Seller's responsibility to give SpacePointe written notice of such alleged conflict for resolution by SpacePointe in SpacePointe's sole discretion. If Seller proceeds without notification to SpacePointe for resolution of such conflict, then all costs incurred in correcting Seller's erroneous interpretation shall be for Seller's account.

3.0.             DROP SHIPMENT PARTNERSHIP

3.1.              Provided that the Seller adheres to the terms of this Agreement, SpacePointe agrees to feature the Seller's Goods for sale on the Platform with prompt delivery to customers; customers bear the cost of shipping and taxes for all purchases made on the site.

3.2.              This Platform is offered and available to users who are 18 years of age or older. By using this Platform, Seller represents and warrants that it meets all of the eligibility requirements in this Agreement.

3.3.              To access the Platform or some of the resources it offers, Seller may be asked to provide certain registration details or other information. It is a condition of Seller's use of the Platform that all the information Seller provides on the Platform is correct, current and complete. Seller agrees that all information Seller provides to register with this Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by SpacePointe's Privacy Policy, and Seller consents to all actions SpacePointe takes with respect to Seller's information consistent with SpacePointe's Privacy Policy.

3.4.              Customers would be able to purchase Goods on the Platform. SpacePointe shall process each order made by Customers for delivery, as provided for herein and receiptpayment for the processed order's delivery to the Seller's SpacePointe account. For the avoidance of doubt, each agreement entered into for the sale of Goods shall be an agreement entered into between the Customer and the Seller direct.

3.5.              The relationship of the Seller and SpacePointe shall be solely that of independent contractors. Nothing contained in this Agreement shall be construed to make one Party the agent for the other for any purpose, and neither of the Parties hereto shall have any right whatsoever to incur any obligations or liabilities on behalf of or binding on the other party.

3.6.              Seller agrees to only use the Platform only for lawful purposes and in accordance with this Agreement. Seller agrees not to use the Platform:

3.6.1.         in any way that violates any applicable federal, state, local or international law or regulation;

3.6.2.         to list or sell products without proper permit, license or authorization for sale by the appropriate federal, state, local or international regulatory body;

3.6.3.         to transmit, or procure the sending of, any advertising or promotional material. "Junk mail", "chain letters" or "spam" or any other similar solicitation;

3.6.4.         to engage in any activity that could be considered as fraudulent or misleading, including providing fake, inferior or substandard products that have been sold as genuine, such as providing used, refurbished or damaged products that have been sold as new or unused or failing to promptly deliver or make available products offered through the Platform;

3.6.5.         to impersonate or attempt to impersonate SpacePointe, a SpacePointe employee, another user or any other person or entity (including, without limitation, by using e-mail addresses, screen names or identifying information associated with any of the foregoing);

3.6.6.         to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by SpacePointe, may harm SpacePointe, its affiliates, partners or users of the Platform or expose them to liability.

4.0.             COMMISSION/FEES

4.1.              Selling Fee: SpacePointeshall be entitled to receive a commission as stipulated in {FEE SCHEDULE LINK}, which may vary, based on the category of Goods sold by the Seller to Customers on the Platform.This commission shall be waived for the duration to be agreed between both parties[LL1] 

4.2.              SpacePointeshall issue receipt invoices to Seller on the delivery of each item to be shipped per order

4.3.              SpacePointeshall remit payment of all items sold made by the Seller via the site within 48hours of the delivery time – this is to ensure that the item isn't returned for reasons of non-compliance with order made wherein a refund or item reshuffle [also known as internal cross ordering] is initiated.

5.0.             SCOPE OF GOODS

5.1.              The Seller and SpacePointe shall mutually agree on the identity and typeof the Goods, which shall be sold on the Platform.

5.2.              These items will be digitally captured on the sellers site with specific picture properties none of which should be offensive to any group or type of customer [within the guidelines of online retailing or merchandising of items]

5.3.              SpacePointe reserves the right to control the look and feel of the website in its entirety; the personal site of the seller might be allowed to include the logo or brand profile of the seller should this exist {T&C's will apply where applicable}

5.4.              At any given point in time, SpacePointe reserves the right to delist seller's products that may not contribute to the assortment or when the seller is deemed operationally incapable.

5.4.1.         A seller might also be blocked from the site in instances where the seller has been found to be consistently non-compliant with the terms and conditions of sale across the site

6.0.             INVENTORY AND PRICING OF GOODS

6.1.              The Seller shall be obliged to maintain an inventory of all Goods sold on the Platform and furnish SpacePointe with an update of its inventory via updating the Platform with any sales made in-store and physically. Each update will be seen by SpacePointein real time.

6.2.              The Parties may establish an automatic electronic update system, on terms and conditions to be mutually agreed upon in Writing.

6.3.              SMS short coding will also be a possibility to update and maintain inventory

6.4.              In the event that the Seller reasonably anticipates that any Goods sold on the Platform may go out of stock, the Seller shall inform SpacePointe of this by text, email or telephone call to the customer care center.

7.0.             SALE OF THE GOODS ON THE PLATFORM

7.1.              Upon receipt of an order for the purchase of Goods, SpacePointe shall process such orders and furnish the Seller with details relating to the ordered Goods, including the Seller's stock keeping unit or bar code relating to the Goods and the details contained in the customer's purchase order.

7.2.              All agreements entered into between the Seller and the Customer for the sale of Goods on the Platform shall be entered into on the basis of SpacePointe's terms and conditions of sale and SpacePointe's return policy, which are contained on the Platform. In the event that of SpacePointe's terms and conditions of sale and SpacePointe's return policy, which are contained on the Platform contradicts the terms of these conditions, SpacePointe's Terms and Conditions of sale and SpacePointe's return policy shall prevail.

7.3.              The Seller is hereby put on notice that SpacePointe reserves the right to change its terms and conditions of sale and its return policy at any time. SpacePointe shall give Notice to Seller of such changes, as well as update the Terms and Conditions onSpacePointe's ecommerce platform for the Seller's attention.

7.4.              SpacePointe shall receive and process all payments for Goods purchased on the Platform. SpacePointe shall make payment of all sums received from Customers, subject to its rights of set-off, as provided herein, to the Seller on a bi-monthly basis.

8.0.             ORDER DISPATCHING AND CANCELLATIONS

8.1.              Upon receipt of information from SpacePointe, the Seller shall be obliged to process each Customer order such that all Goods shall have a Handling Time of 2 Days. In case of delay, either materialized or foreseen, the Seller shall be obliged to immediately inform SpacePointe of the same in Writing on an immediate basis.

8.2.              Seller is expected to maintain a service level of 90% and above for within Handling Time dispatch.

8.3.              SpacePointe will cancel every order which has not been dispatched within three (3)Days after the Handling Time, in case the Customers who are informed ofthe delay of the order decide not to proceed anymore with the purchase.

8.4.              In case of cancellation of an order,SpacePointe will refund the entire payment to the Customer;

9.0.             PRODUCT PACKAGING

9.1.             The Seller shall be responsible for the basic packaging process; this packaging will be required to have whatever protective padding is required for the item to be safe during the shipping process.

9.2.             SpacePointe shall provide the Seller with packaging and delivery processing support to include labelling prior to delivery.

9.3.             All costs for producing the branding material and packaging will be sustained by SpacePointe and borne by the customer as part of the shipping costs billed at checkout.

10.0.         SHIPPING OF THE GOODS

10.1.          Seller agrees that SpacePointe's accredited and preferred local 3PL will be the means of delivery to the end customer, andSpacePointe reserves the right to change 3PL at its own discretion or at the repeated complaints of customers and as verified in each case.

11.0.         CUSTOMER SERVICE

SpacePointe shall forward to the Seller all questions and complaints, which it may receive with regards to the Goods. The Seller shall revert to SpacePointe on all such questions and complaints on or before the expiry of two days[maximum] of the receipt of such questions and complaints. All customer complaints and inquiries are expected to be resolved and closed off within 24-48hours {as a worst case scenario}

12.0.         PAYMENT

12.1.          SpacePointe shall make payment of items sold from the Platform within 48hours of the delivery timeline; payment is made to the Seller's account as designated in the registration process.

12.2.          All payments made by SpacePointe will be in line with the amounts agreed for the sale of items per time; exclusive of VAT, delivery or packaging charges as paid by the customer.

12.3.          Any sums due to the Seller hereunder may be applied by SpacePointe as a set off against any sums owed by the Seller to SpacePointe, or against any claims of third parties against SpacePointe arising from the Seller's performance, whether under any purchase order or other document. At its sole discretion, SpacePointe may withhold from payments to be made to the Seller amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.

12.4.          The Seller shall be responsible for payment of all sales, use, excise, value-added, business, and other taxes, any taxes, which may be imposed on the basis of any revenue, income, net income, or capital and any taxes imposed in lieu thereof, and all duties, fees, or other assessments of whatever nature imposed by governing authorities or any jurisdiction applicable in connection with performance under this Agreement. The Seller shall release, defend, indemnify, and hold SpacePointe harmless from and against any fines, penalties, costs (including attorney's fees and court costs), losses, damages, liabilities or (whether criminal or civil) claims, arising from, alleged to arise from, or in any way associated with the Seller's failure to comply with the terms of this Paragraph.

13.0.          WARRANTIES

13.1.          The Seller warrants to SpacePointe that all the Goods sold on the Platform, whether manufactured, fabricated, or otherwise produced or provided by the Selleror others, will:

13.1.1.      strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

13.1.2.      be of merchantable quality and fit for the purpose(s) intended;

13.1.3.      have all relevant regulatory permits and licenses, as well asconform with all applicable laws, ordinances, codes and regulations, and

13.1.4.      be free from defects in materials, performance, operation, and workmanship for a period of one (1) year after being placed in service by the Customer or twenty-four (24) months from date of the Seller's delivery, whichever period expires earlier.

13.2.          The Seller furthermore warrants and represents to SpacePointe that:

13.2.1.      The entry into this Agreement and the performance thereof by the Seller have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.

13.2.2.      All information, including but not limited to all information furnished to SpacePointe with regards to the Goods are accurate and up-to-date.

13.2.3.      All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this Agreement and the performance of the same, have been duly obtained.

13.2.4.      The entry, delivery and performance of this Agreement by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof applicable to the Borrower;

13.2.5.      If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for SpacePointe to feature the Goods on the Platform, as anticipated in this Agreement, at its own cost;

14.0.          FORCE MAJEURE

14.1.          SpacePointe shall not be liable to the Seller or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform any of SpacePointe's obligations if the delay or failure was due to any cause beyond SpacePointe's reasonable control Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond SpacePointe's reasonable control:

14.1.1.      Act of God, explosion flood tempest fire or accident

14.1.2.      war or threat of war sabotage insurrection civil disturbance or requisition;

14.1.3.      acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

14.1.4.      interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of SpacePointe or of a third party related to the service rendering required);

14.1.5.      interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery;

14.1.6.      power failure or breakdown in machinery or resources.

14.2.          Upon the happening of any one of the events set out aboveSpacePointe may at its option and where required:

14.2.1.      fully or partially suspend delivery/performance while such event or circumstances continues; or

14.2.2.      terminate this Agreement with immediate effect by written notice to the Seller and SpacePointe shall not be liable for any loss or damage suffered by the Seller as a result thereof.

15.0.          Disclaimer of Warranties

15.1.          SpacePointe reserves the right to withdraw or amend this Platform, and any service or material provided on the Platform, in SpacePointe's sole discretion pursuant to Section 18 below. SpacePointe will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, SpacePointe may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

15.2.          Seller is responsible for:

15.2.1.      Making all arrangements necessary for Seller to have access to the Platform.

15.2.2.      Ensuring that all persons who access the Platform through Seller's internet connection are aware of this Agreement and comply with them.

15.3.          Seller understands that SpacePointe cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. Seller is responsible for implementing sufficient procedures and checkpoints to satisfy Seller's particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. SpacePointe WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SELLER'S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO SELLER'S USE OF THE PLATFORM OR GOODS SUBMITTED THROUGH THE PLATFORM OR TO SELLER'S DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.

15.4.          SELLER'S USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT SELLER'S OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SPACEPOINTE NOR ANY PERSON ASSOCIATED WITH SPACEPOINTE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER SPACEPOINTE NOR ANYONE ASSOCIATED WITH SPACEPOINTE REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET SELLER'S NEEDS OR EXPECTATIONS.

15.5.          SPACEPOINTE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16.0.          LIMITATION OF LIABILITY

16.1.          IN NO EVENT WILL SPACEPOINTE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER IN BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS OR UNDER ANY OTHER LEGAL THEORY, EVEN IF FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH SELLER'S USE, OR INABILITY TO USE, THE PLATFORM, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES.

16.2.          IN NO EVENT WILL SPACEPOINTE'S AGGREGATE LIABILITY EXCEED THE COMMISSION PAID TO SPACEPOINTE UNDER THIS AGREEMENT IN THE LAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

16.3.          THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17.0.          TERMINATION

17.1.          Either Party may terminate this Agreement by means of Fourteen (14) Days' notice in writing.

17.2.          On or at any time after the occurrence of any of the events in condition 16.3 below,SpacePointe shall, in addition to any rights or remedies it may have in law, in equity, or under this Agreement, be entitled to terminate this Agreement with the Seller with immediate effect by written notice to the Seller and the Seller shall not be entitled to any cancellation or other fee or penalty hereunder.

17.3.          The events are:

17.3.1.      the Seller being in breach of any warranty or representation under this Agreement;

17.3.2.      the Seller being in breach of any obligation under this Agreement and failing to remedy the same on or before seven (7) days from receipt of a written notice from SpacePointe of such breach.

17.3.3.      the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller's winding up or dissolution;

17.3.4.      the making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller's assets;

17.3.5.      the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;

17.3.6.      the Seller ceasing or threatening to cease to carry on business; or

17.3.7.      SpacePointe reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

17.4.          Upon termination of this Agreement, the Seller shall immediately inform SpacePointe of all concluded Agreements entered into with Customers, which have yet to be fully performed and shall be obliged to perform these Agreements to its full extent. This will inform SpacePointe's decision and action to block such a Seller from the platform to prevent further sales or interactions with customers on the site here onwards.

17.4.1.      Should a customer engage with a Seller outside the boundaries of the site for further business, this will be done outside of the warranties, liabilities or indications of SpacePointe and SpacePointe will not be liable for any consequences or benefits from such a transaction

18.0.         INDEMNIFICATION

18.1.          The Seller agrees to release, defend, indemnify and hold harmless SpacePointe, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

18.1.1.      any defect in the Goods sold to any Customer;

18.1.2.      any claim made by any Customer on the basis of any agreement entered into with the Seller;

18.1.3.      any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; and/or

18.1.4.      Any breach in any warranty or representation in this Agreement.

18.2.          The Seller shall insure or self-insure its obligations under this Agreement and the agreements to be entered into with Customers and upon request by SpacePointe shall immediately forward a copy of the said insurance policy to SpacePointe.

19.0.         INTELLECTUAL PROPERTY

19.1.          The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, images, visualizations, video and audio, and the design, selection and arrangement thereof), are owned by SpacePointe, its licensors or other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to the Platform or any content on the Platform is transferred to Seller, and all rights not expressly granted are reserved by SpacePointe.

19.2.          The Seller warrants, represents and covenants that its manufacture, sale distribution and use of the Goods do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that SpacePointe's feature of the Goods on the Platform does not infringe any Intellectual Property, whether directly or indirectly.

19.3.          The Seller undertakes and represents to SpacePointe that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Goods and the supply of the Goods and is able to grant and hereby grants and irrevocable, non-exclusive and royalty free license to use all such Intellectual Property for the purposes of marketing, promoting and featuring the Goods on the Platform. SpacePointe acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Goods and that all those rights and goodwill are, and will remain, vested in the Seller or the owner of the Intellectual Property (as the case may be).

19.4.          The Seller represents and warrants to SpacePointe that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Goods.

19.5.          Seller represents and warrants that it owns or controls all rights in and to any content Seller posts to the Platform and that Seller has obtained all necessary permits, license or authority to post and sell such content through the Platform in compliance with this Agreement.

19.6.          The Seller agrees to release, defend, protect, indemnify and hold SpacePointe, their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Goods or posting of any content through the Platform.

19.7.          Seller acknowledges that the SpacePointe name, SpacePointe logo and all related names, logos, product and service names, designs and slogans are trademarks of SpacePointe, or its affiliates or licensors ("SpacePointe Marks"). Seller agrees not to include the SpacePointe Marks without the prior written permission of SpacePointe. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

20.0.         RETURNS OF GOODS

20.1.          Seller should accept returns or refunds of Goods on the following cases:

20.1.1.      Faulty Good

20.1.2.      Incorrect product

20.1.3.      Wrong item delivered

20.1.4.      Customer's convenience (as long as it is within SpacePointe's return policy)

20.2.          There are three types of Goods return

20.2.1.      For delivery failures

20.2.2.      Unopened returns - For items in whose categories SpacePointe offers a return policy and for items with visible damages

20.2.3.      Opened returns -for manufacturing defects, incorrect productandfor categories where SpacePointe offers an opened returns policy

20.3.          Shipping costs must be borne by the customer should return reason be in the case of customer's convenience (as long as it is within SpacePointe's return policy), the return shipping costs will be borne by the customer.

20.4.          Seller agrees to release, defend, protect, indemnify and hold SpacePointe harmless from and against any costs, expenses, fines, penalties, losses, damages, and liabilities arising from any above mentioned situations.

21.0.         CONFIDENTIALITY

21.1.          All customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by SpacePointe, or produced or created by the Seller for SpacePointe hereunder ("Information") are proprietary and confidential to SpacePointe and shall be used solely by the Seller for purposes of this Agreement. All such Information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of SpacePointe, and shall be disclosed within the Seller's organization only on a need-to-know basis. The Seller shall, in particular, refrain from using any customer information and data obtained from SpacePointe for its own marketing, advertising and/or promotion purposes.

21.2.          SpacePointe may require the Seller's employees and other personnel involved in the performance of this Agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with SpacePointe's business, this Agreement, or any other contract pertaining to the Goods, is hereby expressly incorporated within this Agreement.

21.3.          The Seller shall immediately return to SpacePointe any Information provided, either upon demand, or upon termination of this Agreement, including all copies made by The Seller.

21.4.          The Seller shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this Agreement or make any reference to SpacePointe, the business of either, or the project for which this Agreement is made, to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining the prior written consent of SpacePointe.

22.0.          COMPLIANCE

22.1.          In its performance under this Agreement and the agreements entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this Agreement may be performed. Upon SpacePointe's written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

22.2.          The Seller agrees to release, defend, indemnify and hold harmless SpacePointe and its affiliates from and against any loss, cost (including attorney fees and court costs), civil or other fines and penalties, damage or liability, arising from or alleged to arise from any violation, alleged violation, or failure to comply with, the terms of this Paragraph by the Seller or any person for whom the Seller may be responsible. Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein shall oblige SpacePointe or the Seller to engage in any action or omission to act which would be prohibited by or penalized under the laws or regulations of Nigeria or any other country.

23.0.          ASSIGNMENT

23.1.          The Seller may not assign this Agreement, or any part hereof, or any money due hereunder, without the prior written consent of SpacePointe. If consent is granted, any such assignment by the Seller shall not increase or alter SpacePointe's obligations nor diminish the rights of SpacePointe, nor relieve the Seller of any of its obligations under this Agreement.

23.2.          SpacePointe reserves the right to assign this Agreement, in whole or in part, to any party, including SpacePointe's affiliates.

23.3.          The Sellers shall give SpacePointe prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Goods provided hereunder.

24.0.          NOTICES

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, to the relevant party's registered office or principal place of business. SpacePointe may also provide notice to Seller through the Platform, which shall satisfy any notice or writing requirement under this Agreement.

25.0.          GENERAL

25.1.          No waiver by SpacePointe of any breach of this Agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

25.2.          If any provision of this Agreement is held by any competent authority to be invalid or unenforceable inwhole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

25.3.          No person who is not a party to this Agreement (including any employee officer agent representative or sub-contractor of either party) shall have any right to enforce any terms of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties.

25.4.          This Agreement shall be governed by the laws of Nigeria and the Seller agrees to submit to the jurisdiction of the Courts in Nigeria, as provided for in Clause 24.6.

25.5.           Except as provided for in Clause 24.6 below, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria 2004).The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the by the parties herein, or in the absence of such agreement, to an Arbitrator appointed by the High Court of Lagos State. The place of arbitration shall be Lagos. Any award by the arbitration tribunal shall be final and binding upon the parties.

25.6.          SpacePointe shall be entitled to commence court legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this Agreement, by means of injunctive or other equitable relief.

25.7.          This Agreement, SpacePointe'swebsite Terms of Use and Privacy Policy constitute the sole and entire agreement between Seller and SpacePointe, with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. Seller may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so is in violation of this section and will be null and void. In the event of any conflict between this Agreement and SpacePointe'swebsite Terms of Use,this Agreement shall control.

25.8.          SpacePointe reserves their right to terminatethis Agreement at any time.

25.8.1.      Without notice: for instances directly discriminating to the ethics of this agreement, the company reputation and its customers

25.8.2.      With 15days notice: for instances indirectly discriminating to the ethics of this agreement, the company reputation and its customers

25.8.3.      Three strike policy: this applies to any acts committed in the course of business that directly causes for any action of damage control to be initiated by SpacePointe on behalf or at the inaction of the Seller to ensure that customer fulfillment is sustained.