SELLER TERMS & CONDITIONS
1. Introduction
a. Gallery Products Ghana Ltd (“Gallery Products Ghana” or “we”) operates an
e-commerce platform consisting of a website and mobile application (“marketplace”),
together with supporting logistics and payment infrastructure, for the sale and purchase
of consumer products in Ghana (“territory”).
b. These seller terms and conditions shall apply to all sellers on the marketplace,
together with our general terms and conditions of the use of the marketplace.
c. If you register with our marketplace as a seller:
i. You accept these seller terms and conditions, the general terms and conditions,
and the Gallery Products Ghana codes, policies and guidelines, and as may be amended
by Gallery Products Ghana from time to time and which form an integral part of the terms upon which you may use the marketplace;
ii. We will ask you to expressly agree to these seller terms and conditions; the
general terms and conditions; and the Gallery Products Ghana codes policies and
guidelines, by clicking to confirm that you agree (and such electronic signature shall be
considered as an original signature for all purposes); and/or by physical signature, if
required by the laws of the territory.
d. You may not register with our marketplace as a seller, if you are an employee of
Gallery Products Ghana or a family member of an employee of Gallery Products Ghana,
unless Gallery Products Ghana has approved the registration pursuant to its conflict of
interest procedures.
2. Seller stores
• If you register with our marketplace as a seller you will be able to create a store
on the marketplace, using the “Seller Zone”.
a. Seller stores that are submitted may be reviewed for approval, at Gallery
Products Ghana’s discretion, before they are operational.
b. You shall be solely responsible for your store, listings and products and you
hereby agree that:
• You shall obtain any licenses required for sale of your products on the
marketplace; and to the extent required by applicable law, you shall register with
relevant tax authorities and pay all relevant taxes in relation to your product sales.
i. You understand and agree that you may only open more than one Seller Zone
account for a legitimate business reason and this shall be determined at Gallery
Products Ghana’s discretion. You shall notify Gallery Products Ghana if you (or a person
or entity related to you) opens a Seller Zone account.
ii. You shall conduct your business on the marketplace:
a. with skill and care, and by cooperating with and acting in good faith towards
Gallery Products Ghana and the buyers;
b. in compliance with the Gallery Products Ghana Partner Code of Conduct, and
other Gallery Products Ghana codes, policies and guidelines as published on the
marketplace from time to time;
c. in accordance with ethical business practices and industry best practice; and
d. 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) U.K. Bribery Act;
- (iv) all other anti-bribery and corruption, anti-money laundering and anti-terrorism laws; and
- (v) any trade or export sanctions or restrictions imposed by the United States, the United Kingdom, the European Union and/or the United Nations.
- vi Without prejudice to our other rights, we reserve the right to reject,
unpublished and/or delete any seller store that breaches these seller terms and conditions, the general terms and conditions, or any Gallery Products Ghana codes, policies and guidelines.
3. Product listings
a. You shall be responsible for listing your products on the marketplace
by uploading to the Seller Zone a completed product page which shall
include prices, detailed information, specifications and images in respect
of each product.
b. You may not publish more than one listing in respect of each product.
c. You agree to be solely responsible for all listings submitted to our marketplace
and you agree that all listings must:
i. constitute bona fide listings relating to products that comply with the
categories and rules
ii. comply with the rules on content in the general terms and conditions and
further particularized in the Content and Image Guidelines; and
iii. include all such information, specifications and guidelines as may be required
pursuant to all applicable laws and regulations, including in respect of consumer
protection.
iv. Listings that are submitted may be individually reviewed and approved, at
Gallery Products Ghana ’s discretion, before they are published on the marketplace, and
you acknowledge and agree there may be a lead time between submission of the
product page to the Seller Zone and the publishing of the Product page on the
marketplace due to time required for Gallery Products Ghana quality control
operations.
h. Without prejudice to our other rights, we reserve the right to reject, non-publish and/or delete any listings that breach these seller terms and conditions, the general
terms and conditions or any Gallery Products Ghana codes, policies or guidelines.
i. You acknowledge and agree that:
- notwithstanding that we may approve any listings, you shall be fully responsible
for the same; and we reserve the right to impose penalties for breach of this section, without prejudice to our other rights.
- You must keep your listings up to date. In particular, you must deactivate any
listings in respect of products that have ceased to be available.
4. The products
a. The only products that may be the subject of a listing on our marketplace are
products falling within the product categories specified on the marketplace.
b. You must not advertise, buy, sell or supply through our marketplace any product
that:
i. breaches any laws or regulations, or infringes any person's intellectual
property rights or other rights, or gives rise to a cause of action against any person, in
each case in any jurisdiction and under any applicable law;
ii. consists of or contains material that would, if published on our marketplace
by you, contravene the rules on content in the general terms and conditions; or
iii. is or relates to: drugs, narcotics, steroids or controlled substances;
pornography; obscene, indecent or sexually explicit materials; swords, firearms or other
weapons; ammunition for any weapon; or items that are otherwise prohibited pursuant
to the Prohibited and Restricted Products Policy, as may be amended from time to time, or any applicable law.
c. We operate a zero tolerance approach to counterfeit products and any attempt
to sell counterfeit products on the marketplace, or other breach of our Anti-Counterfeit
Policy may result in the penalties specified in the Seller Penalty Policy which include
financial penalties, permanently prohibiting you from using the marketplace, and potentially in prosecution.
d. Promptly, following receipt of a written request from us, you must supply to us
any information and documentation that we may reasonably request in order to verify
the authenticity of products.
5. Pricing
a. All prices of products shall be stated inclusive of VAT and any other tax
applicable to the transaction and in the currency of the territory.
b. You shall be solely responsible for setting the price of your products on the
marketplace, which may be amended through the Seller Zone from time to time,
including for the purpose of any seasonal or other discounts.
c. The pricing of your products shall comply with all applicable laws, including
competition laws.
6. Fulfilment, Packaging And Delivery
a. Upon receipt of a confirmation of sale from Gallery Products Ghana , you shall:
i. Process the order by packing and labelling the product(s) in accordance with
the Packaging Guidelines; and
ii. Deliver the products to our drop off point in accordance with the timelines,
opening hours and procedures specified in the Delivery Guidelines.
b. The section above shall not apply in the event that you request, and we approve
in writing, delivery by consignment, which shall be managed in accordance with the
Gallery Products Ghana Express Guidelines.
c. We may inspect any or all products we receive and we reserve the right to return to
you any product that fails to meet the packaging requirements set out in the
Packaging Guidelines or that fails to pass our quality control checks or any other
product requirements.
d. You shall retain title to and ownership of the products until such time as the
products are paid for in full by the buyer to Gallery Products Ghana and delivered to the buyer. Upon delivery to the buyer, ownership of the products shall vest in the buyer.
e. We shall bear the risk of loss or damage to the products upon receipt and until
delivery to the buyer. Our liability to you in respect of your products in our possession
pursuant to this section shall be limited to the cost price of the products and shall be
subject to the further limitations and exclusions on liability provided in the general
terms and conditions.
f. Without prejudice to all our rights, we may charge you penalties in respect of
breaches of the Packaging Guidelines or the Delivery Guidelines. The amount of the
penalties that may be charged pursuant to this section shall be stated in the Seller
Penalty Policy.
7. Value Added Services
a. You may subscribe through the Seller’s Centre for value added services which may
be available from time to time, including but not limited to:
i. warehousing and fulfilment services, as provided by the Gallery Products
Ghana Express Guidelines; and
ii. marketing and promotional services.
b. In order to subscribe for any value added services you may be required to
expressly agree to additional terms and conditions in respect of the same. All value added services shall be governed by any such additional terms and conditions, together
with these seller terms and conditions, the general terms and conditions, and the
Gallery Products Ghana codes, policies and guidelines referenced herein.
c. Our liability to you in respect of the value added services shall be subject to the
limitations and exclusions on liability provided in the general terms and conditions.
8. Commission And Fees
a. We shall charge you a commission in respect of each sale made on the
marketplace and fees in respect of all marketplace services and any value added
services, as further particularized in the commissions and fees page of Seller Zone or the relevant value added service agreement.
b. In case of promotion funded by Gallery Products Ghana , commission may be
calculated based on the selling price, being the price set by the vendor at the time of the
order.
c. We reserve the right to charge commissions and/or fees in the event that the
sale is not completed, by way of consideration for the costs of our services rendered.
d. We may vary commissions and/or fees from time to time, on prior notice to you,
and by updating the commissions and fees page of Seller Zone. This will not affect any
liability to pay commission that accrues before the new rates are posted or for services
that have been previously paid.
9. VAT and Other Taxes
a. All amounts stated on the marketplace are stated inclusive of VAT and any other
taxes applicable to the transaction. The seller acknowledges that:
i. commissions shall be calculated as a percentage of the selling price (being the
price set by the vendor at the time of the order) inclusive of VAT and any other taxes
charged to the buyer;
ii. commissions are inclusive of VAT and all other taxes thereon; and
iii. in the event of any upwards revision in the rate of VAT or any other applicable
taxes, the amount of the commission shall be automatically adjusted to
ensure that Gallery Products Ghana’s net revenues remain constant. The seller may, in
its discretion, revise prices accordingly.
b. The seller shall be exclusively liable in respect of all taxes applicable to the
transactions entered into on the marketplace with buyers, including VAT, and shall therefore be responsible for the reporting, filing and payment of the same.
c. In the event any transaction consists of the importation of products for delivery
to the buyer and such transaction may result in the recognition of a permanent
establishment for the seller, the seller shall be responsible for complying with its tax
obligations in the territory where it has created a current or future tax nexus. The seller
understands and acknowledges that consignment fulfilment may create tax nexus e.g.
permanent establishment.
d. Should a competent tax authority determine that Gallery Products Ghana is
liable for payment of any taxes (including stamp, excise or customs duties) in respect of
the transactions, notably pursuant to sections above, you hereby indemnify and hold
harmless Gallery Products Ghana in respect of the same. We may make tax-related
deductions to payments processed by us on your behalf and remit such deducted amounts to the relevant government or tax authority.
e. Promptly following receipt of a written request from us, you must supply to us
any information and documentation that we may reasonably request in order to identify
you or facilitate our compliance with our legal obligations relating to the taxation of
payments made to us or processed by us. We may supply such information and/or
documentation to relevant government and tax authorities.
10. Remittances
a. We shall collect payments from buyers in respect of each product purchased
from the marketplace, and we shall deduct from the same our commissions and, as may
be applicable, any fees, charges, taxes, penalties, refunds and any other amounts that
you owe to us in respect of any business whatsoever.
b. We shall remit the proceeds of sale of the products, after all deductions pursuant
to the sections above, and remit the remaining funds to you in the currency of the marketplace territory and using such payment mechanism as we may notify you from
time to time.
c. Evidence of payment to your nominated account shall constitute conclusive
evidence of payment and receipt.
d. You shall be entirely responsible for ensuring that the account details that you
upload to the Seller Zone are accurate and up to date, and that the account is secure.
We shall not be liable for any loss or damage to you that may result from fraud or error in
respect of your account.
e. We shall provide you with an account statement, via the Seller zone, which shall
include details of all proceeds of sale of the products, deductions and remittances.
f. Subject to the applicable laws of the territory, we may at any time set off any
amount that you owe to us against any amount that we owe to you, by sending you
written notice of the set-off. Set-off may apply across your Seller Zone accounts if you
operate more than one account. For the avoidance of any doubt, the account statement
in the Seller Zone shall serve as such notice of set-off.
g. In the event that we hold insufficient funds on your behalf for payment of any
amounts that you owe us (your account is in debit):
i. you shall pay the amounts you owe to us by such payment method as we may
request; and
ii. in the event that we hold any of your products that have not been sold or that
have been returned, we may dispose of such products and apply all proceeds of sale to
discharge any amounts that you owe us.
h. We may delay or suspend payment to you in the event of investigation of a
potential fraud or other breach of this agreement.
i. In the event that the vendor disputes any transaction or statement of account it
must report its claim to Gallery Products Ghana within three (3) months of the date of
the relevant transaction, failing which such claim shall be deemed to be waived.
11. Breaches Of Seller Terms And Conditions
a. If we reasonably determine that you have breached these seller terms and
conditions, our general terms and conditions, or any Gallery Products Ghana codes,
policies or guidelines, we may:
i. send you one or more formal warnings;
ii. suspend, prohibit or block your access to our marketplace as provided in the
general terms and conditions;
iii. apply penalties for breach as provided in our Seller Penalty Policy; and/or
iv. commence legal action against you, whether for breach of contract or
otherwise.
b. We may vary the amount of the penalties for breach from time to time by
updating the Seller Penalty Policy, but this will not affect any liability to pay penalties
that accrue before the new amounts are posted.
c. The consequences of breach provided in the sections above shall also apply if:
• you fail to satisfy a minimum level of operational performance in order to
provide a satisfactory buyer experience on the marketplace; or
• if you receive negative ratings and reviews.
12. Insurance
You shall maintain in force a policy of insurance with an appropriate level of
coverage in respect of your liabilities under the agreement.
1. Confidentiality and data privacy
2. All information and documents concerning the conduct of business pursuant to
these general terms and conditions, including information relating to business methods, procedures, policies and sales information, is strictly confidential unless it is already in
the public domain. You shall not use Gallery Products Ghana ’s confidential information
for any purpose other than to perform your obligations under this Agreement and you
shall not disclose Gallery Products Ghana ’s confidential information without our prior
written consent.
3. Sellers may not send advertising or promotional communications to buyers on
the marketplace without the prior written consent of Gallery Products Ghana , and shall
be directly responsible to marketplace users for any misuse of their personal data.
4. If Gallery Products Ghana is sued, fined, or otherwise incurs expenses as a
result of the seller’s handling of personal data obtained through the marketplace, the
seller shall indemnify Gallery Products Ghana in respect of the same.
13. Miscellaneous
These seller terms and conditions are subject to the general terms and conditions
and shall be governed by and construed in accordance with the laws of the
territory.
1. In respect of sellers operating across multiple marketplaces operated by Gallery
Products Ghana affiliates, each transaction shall be subject to the governing laws and
jurisdiction of the territory of the marketplace on which the transaction took place.
2. We will ask for your express agreement to any revisions of these seller terms
and conditions and the general terms and conditions within such period as we may specify; and if you do not give your express agreement to the revised versions within
such period as we may specify, you shall be deemed to have consented. If you expressly
reject any such revisions you may be deemed by us to have terminated the agreement
and we may disable or delete your account on the marketplace.
These seller terms and conditions, the general terms and conditions, and the Gallery
Products Ghana codes, policies and guidelines shall constitute the entire agreement between you and us in relation to your use of our marketplace and shall supersede all
previous agreements between you and us in relation to your use of our marketplace.
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