<strong>Vendor Terms and Conditions Agreement</strong> <ol> <li><strong>Nam</strong><strong>Vendors </strong><strong>welcomes vendors to an online marketplace designed to support business growth and success across Namibia</strong>. NamVendors is an online multi-vendor marketplace that allows approved Vendors to list and sell products to customers across Namibia. The NamVendors website and platform are owned and operated by Fusiondepot Trading (CC). By registering as a Vendor, accessing the Vendor Dashboard, listing products, or using any Vendor-related services offered on NamVendors (the platform), you agree to be bound by these Vendor Terms and Conditions (“Agreement”). These Terms govern the relationship between NamVendors (the “Platform”, “we”, “us”) and you (the “Vendor”).</li> </ol> This Agreement includes and incorporates <strong>(Debit Order Mandate)</strong> and <strong>(Vendor Banking Details)</strong>, which forms an integral part of this Agreement. <strong>2. Vendor Eligibility</strong> 2.1 To qualify as a Vendor on NamVendors, you must: a) Be <strong>18 years or older</strong>. b) Provide <strong>accurate</strong><strong>, complete, and up-to-date </strong><strong>business and contact information</strong>. c) Complete and submit the <strong>Online</strong> <strong>Vendor Application Form</strong> via the Platform. d) Upload all required documents including but not limited to: <ul> <li>A valid identity document;</li> <li>Business registration documents (where applicable)</li> <li>Banking details; Proof of address; and</li> <li>Product proof such as supplier invoices (where requested by NamVendors).</li> <li>Receive approval from the NamVendors Admin Team</li> </ul> <strong>2.2 Additional requirements:</strong> a) All Vendors <strong>must have physical stock on hand</strong> at the time of registration. b) All listed products must be <strong>in stock</strong> and immediately available for sale; c) Pre-orders, backorders, or unavailable products are not permitted; d) NamVendors reserves the right to approve or reject any Vendor application without obligation to give detailed reasons.   <strong>3. Vendor Onboarding and Approval Process:</strong> 3.1 The vendor onboarding process includes the following steps: a) Submission of the online Vendor Application Form (<strong>F</strong><strong>ree of charge</strong>); b) Receipt of an automated confirmation email sent from <a href="mailto:vendors@namvendors.com.na">vendors@namvendors.com.na</a>. c) Review of the application by the NamVendors Admin Team within <strong>1–3 business days</strong>. d) Receipt of an <strong>approval </strong>or<strong> rejection</strong> notification via email <ul> <li>If an application is rejected, the Vendor may <strong>resubmit</strong> the application after correcting the issues communicated by the Admin Team.</li> </ul> <strong> </strong> <strong>4. Vendor Subscription Fee</strong> 4.1 All Vendors are required to pay a monthly subscription fee of <strong>N$250</strong>, which grants access to the vendor’s online store, vendor dashboard, and the ability to list products on the Platform, subject to compliance with these Terms. 4.2 The Vendor authorises NamVendors, by completing and signing <strong>(Vendor Banking Details and Debit Order Mandate)</strong>, to debit the subscription fee monthly from the Vendor’s nominated bank account. 4.3 <strong>Late Payment Penalty</strong> Where a vendor fails to be debited a monthly subscription fee on the due date (1st of each month). NamVendors reserve the right to charge a late payment penalty fee equal to ten percent <strong>(10%)</strong> of the outstanding subscription amount. The penalty fee may be added to the Vendor next payment obligation or deducted accordingly. 4.4 Where a debit order fails, is reversed, or is not in place, NamVendors reserve the right to deduct the outstanding subscription fee from the vendor’s available payout balance. Where the available balance is insufficient, the vendor shall be required to make payment directly into the official NamVendors bank account, using the Vendor’s <strong>Unique Store Identifier</strong><strong> (Vendor ID) </strong>as the payment reference. 4.5 The Vendor subscription fee shall <strong>not apply to the first fifty (100) approved </strong><strong>V</strong><strong>endors</strong> for a period of <strong>three (3) months</strong> from the date of approval. Upon expiry of the promotional period, the standard subscription fee automatically applies and be collected via debit order in accordance with the platform’s billing cycle. 4.6 <strong>Payment Method:</strong> Where a Vendor subscription fee is applicable, the first month’s subscription fee shall be paid following approval of the vendor application and purchased through membership plan. Until payment is received and verified, the vendor account may remain inactive and the vendor access to marketplace features may be restricted. This payment constitutes payment for the vendor’s first month of platform services and is non-refundable once processed. Thereafter, the standard subscription fee of N$350 shall apply and be collected via debit order in accordance with the platform’s billing cycle. 4.7 <strong>Failure to pay the subscription fee on time may result in one or more of the following actions, at NamVendors discretion:</strong> a)Restricted access to the Vendor Dashboard b) Temporary suspension of Vendor store c) Removal or disabling product listings d) Permanent closure of Vendor store or account in case of repeated non-payment   <strong>5. Product Listings</strong> 5.1 Vendors may list goods and services for sale on the Platform, provided that such products comply with all applicable laws and NamShopMarket policies. 5.2 The following products are <strong>strictly prohibited</strong>, including but not limited to: a) Weapons and firearms; b) Adult or explicit content; c) Counterfeit or pirated items; d) Illegal substances; e) Any other goods prohibited by law or NamVendors 5.3<strong> Vendors must ensure that:</strong> a) All listed products are in stock and immediately available for sale; b) Products that go out of stock are promptly removed or disabled; c) Accurate product images, descriptions, pricing, variations, and stock availability are uploaded and maintained; d) Only authentic, legal, and high-quality products are listed; e) Stock levels are updated regularly to prevent overselling. 5.4 Vendors found listing products without available stock or otherwise in violation of these rules may face one or more of the following actions: a) <strong>Forfeiture of any payout relating to the cancelled order</strong>, including the vendor’s revenue share. In addition, the Vendor remains liable for the <strong>platform commission and any transaction or administrative fees</strong> associated with the cancelled order, which may be deducted from future payouts or charged directly; b) Administrative or handling fees; c) Reduced visibility or listing restrictions; d) Negative impact on Vendor performance ratings. 5.5 Serious or repeated breaches may additionally result in enforcement action in accordance with Clause 14 (Account Suspension or Termination). <ol start="6"> <li><strong>Order Fulfilment</strong></li> </ol> 6.1 Vendors are responsible for fulfilling all customer orders placed through the Platform. Vendors must: a) Pack all orders securely to prevent damage during transit; b) Dispatch orders within the delivery timeframe displayed on the Vendor’s store page; c) Use reliable delivery methods, including but not limited to NamPost, courier services, third-party delivery providers, or self-delivery, as applicable; d) Provide valid tracking details to customers where such tracking is available.   <ol start="7"> <li><strong>Customer Services Responsibility</strong></li> </ol> 7.1 Vendors are responsible for all customer service related to their products, including: a) Responding promptly and professionally to customer enquiries; b) Handling returns, exchanges, refunds, and warranty claims in accordance with applicable law and the Vendor’s stated policies; c) Maintaining professional and respectful communication with customers at all times.   <strong>8. Commission and Payouts</strong> 8.1 NamVendors charges a commission of <strong>fifteen percent (15%)</strong> per <strong>successful sale</strong>, being an order that has been completed, delivered, and is not subject to a refund, dispute, or chargeback. 8.2 NamVendors reserves the right to amend the commission rate upon providing vendors with <strong>at least thirty (30) days’ written notice</strong>. 8.3 Vendor payouts are processed <strong>weekly via EFT</strong> to the vendor’s nominated bank account subject to platform’s settlement cycle. 8.4 Only <strong>matured orders</strong>, being orders older than <strong>seven (7) days</strong>, and which are completed, delivered, and not subject to refunds, disputes, chargebacks, or suspicious activity investigations, shall be included in payout calculations. 8.5 NamVendors reserves the right to delay or withhold payouts where reasonably necessary to conduct fraud checks, resolve disputes, or investigate suspicious activity.   <ol start="9"> <li><strong>Invoice </strong><strong>and Bank </strong><strong>Requirements</strong></li> </ol> 9.1 Vendors must ensure that all banking details provided to NamVendors are accurate and kept up to date. 9.2 Vendors are responsible for issuing proper invoices or proof of purchase to customers upon request, in compliance with applicable tax and consumer protection laws.   <ol start="10"> <li><strong>Returns, Refunds, and Disputes</strong></li> </ol> 10.1 Returns <ol> <li>Vendors must comply with NamVendors Return, Refund & Exchange policy as published on the Platform from time to time;</li> <li>Vendors are solely responsible for issues relating to product quality, defects, incorrect items supplied, or any form of misrepresentation.</li> </ol> 10.2 Refunds a) Refunds shall be processed only after: <ul> <li>Returned goods have been confirmed as received by the Vendor; or</li> <li>The Vendor has confirmed agreement to the refund;</li> </ul> b) NamVendors reserves the right to process refunds without Vendor confirmation where: <ul> <li>The Vendor is unresponsive within a reasonable timeframe; or</li> <li>The Vendor has violated Platform policies or these Terms;</li> </ul> <ul> <li>Any refunds issued may be deducted from the Vendor’s future payouts or otherwise recovered by NamVendors.</li> </ul> <strong>10.3 Dispute Resolution</strong> a) NamVendors may, at its discretion, mediate disputes between customers and Vendors; b) Vendors acknowledge that NamVendors provide the Platform for Vendors to list and sell products and is not liable for the outcome of disputes between customers and vendors. c) Repeated or unresolved disputes may result in account suspension, restricted access, or termination. <ol start="11"> <li><strong>Vendor Conduct Rules</strong></li> </ol> 11.1 Vendors must not engage in any conduct that undermines the integrity of the Platform, including but not limited to: a) Misleading or deceiving customers; b) Selling counterfeit, illegal, or prohibited products; c) Using abusive, threatening, or inappropriate language toward customers or Platform staff; d) Directing customers off the Platform to bypass NamVendors systems, fees, or protections; e) Creating duplicate accounts, manipulating reviews, or attempting to avoid commissions 11.2 Any breach of these Vendor Conduct Rules constitutes a breach of this Agreement and may result in enforcement action by NamVendors in accordance with <strong>Clause 1</strong><strong>4</strong><strong> (Account Suspension or Termination)</strong>, at NamVendors discretion and with immediate effect where appropriate.   <ol start="12"> <li><strong>Platform Rights</strong></li> </ol> 12.1 NamVendors reserves the right, at its discretion, to: a) Edit, remove, disable, or suspend any product listing that violates these Terms, Platform policies, or applicable law; b) Withhold or delay Vendor payouts in cases of suspected fraud, refunds, disputes, or policy violations; c) Update, amend, or replace these Terms from time to time. Where changes are material, NamVendors will provide vendors with reasonable prior notice by posting the updated Terms on the Platform and/or by electronic communication. Continued access to or use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms. d) It is the Vendor’s responsibility to review these Terms periodically. e) Conduct verification checks, including credit, banking, or identity checks, either directly or through a nominated third party, where applicable.   <ol start="13"> <li><strong>Vendor-to-Vendor Conduct</strong></li> </ol> Vendors must not: a) Defame, mislead, or spread false information about other Vendors or third parties; b) Engage in conduct that could damage the reputation, credibility, or functioning of the NamVendors Platform; c) Participate in gossip, rumours, or any form of communication that may create conflict between Vendors or with customers. <strong>14. Account Suspension or Termination</strong> 14.1 A vendor account may be suspended or terminated, with immediate effect where necessary, for reasons including but not limited to: a) Breach of this Agreement or Platform policies; b) Fraudulent, deceptive, or dishonest activity; c) Excessive customer complaints or unresolved disputes; d) Poor service delivery or failure to meet fulfilment obligations; e) Listing or selling illegal, prohibited, or counterfeit products; f) Failure to fulfil customer orders. NamVendors may take any of the above actions individually or in combination, without prejudice to any other rights or remedies available to it.   <ol start="15"> <li><strong>Intellectual Property and content warranties</strong></li> </ol> 15.1 The Vendor warrants and represents that: a) The Vendor owns, or has obtained all necessary rights, licences, and permissions to use and upload all images, logos, trademarks, product descriptions, and other content provided on the Platform; b) No copyrighted or protected material will be uploaded without proper authorisation from the rights holder; c) All information and product listings are accurate, truthful, and not misleading; d) The Vendor’s content, products, and conduct do not infringe any intellectual property, privacy, or proprietary rights of any third party; e) All products and content comply with Namibian laws and regulations; f) The Vendor’s content does not contain viruses, malware, or any harmful or malicious software; g) The Vendor’s content is not offensive, defamatory, obscene, illegal, or otherwise harmful. 5.2 The vendor further represents and warrants to NamVendors and to each successful buyer that: a) The vendor is the lawful owner of the goods or services offered for sale and has full legal capacity to conclude the sale and transfer valid title to the buyer; b) The vendor will not include hyperlinks, references, or descriptions of goods or services that are not offered for sale on the NamVendors   <ol start="16"> <li><strong>Goods </strong><strong>and Services standards</strong></li> </ol> 16.1 The goods offered for sale on the NamVendors Platform must: a) Be reasonably fit for the purpose for which goods of that type are commonly purchased, taking into account their description, quality, and price; b) Match the description, images, and specifications posted on the Platform; c) If sold in bulk, correspond to any samples provided; d) Be free from defects; e) Be free of any charge, lien, or encumbrance, so that the buyer enjoys peaceful and lawful possession; f) Be offered and sold in compliance with all applicable laws of the Republic of Namibia; g) Not contravene any law and be legally permitted to be offered and sold on the NamVendors   16.2 Services Offered Services provided by vendors on the Platform must: a) Be rendered with due care, skill, and professionalism; b) Be supported by materials or resources fit for the intended purpose; c) Meet any agreed results, specifications, or deliverables as promised to the buyer. <ol start="17"> <li><strong>Vendors </strong><strong>Custom Policies and Sales Terms</strong> <ul> <li>Store Policies</li> </ul> </li> </ol> 17.1 Vendors may create custom store policies provided that: a) They do not contradict NamVendors platform policies; b) They are clearly displayed on the vendor’s store profile; c) They are fair, legal, reasonable, and meet or exceed minimum platform standards. 17.2 Mandatory Vendor Terms Vendors must provide clear and accurate information regarding their goods and/or services, including at least: a) Terms of delivery, estimated delivery times and shipping methods; b) Returns, refunds, and exchange policies; c) Any other policies or terms required by NamVendors. <ol start="18"> <li><strong>Taxes</strong></li> </ol> 18.1 All prices listed by the Vendor must include all applicable taxes, duties, VAT, or import fees. 18.2 All prices, fees, and values on the NamVendors Platform are displayed and payable exclusively in <strong>Namibian Dollars (NAD)</strong>. <strong> </strong> <ol start="19"> <li><strong>Vendor Dashboard</strong></li> </ol> 19.1 Vendors may manage their profile, product listings, inventory, and settings via the Vendor Dashboard. 19.2 Vendors may update their information and settings within the vendor dashboard at any time, to the extent permitted by the marketplace system. 19.3 Any changes made in the Vendor Dashboard are reflected in the NamVendors database, which is considered <strong>final and binding in case of disputes</strong>. 19.4 Vendors may update, edit, alter their information at any time.   <ol start="20"> <li><strong>Limitation and Liability</strong></li> </ol> 20.1 Vendors acknowledge and agree that NamVendors operates the platform through which independent vendors may list and sell products. Vendors act as an independent seller and are <strong>not employees, agents, or partners of Nam</strong><strong>Vendors</strong>. 20.2 NamVendors is not liable for any of the following arising from vendor activity: a) Loss, damage, or injury caused by vendor products; b) Shipping delays caused by vendors or third-party delivery services; c) Misrepresentation or false information provided by vendors; d) Any other losses directly attributable to vendor actions or omissions.   <ol start="21"> <li><strong>Subscription and Billing</strong></li> </ol> <strong>21.1 Subscription Fee</strong> The Vendor Agrees to pay a monthly subscription fee of N$350.00, payable in advance via debit order on the 1^nd of each month. Vendor subscriptions are billed on fixed monthly cycles and are not prorated. Subscription fees are non-refundable once billed or processed, including where the vendor joins late, partially uses the service, or does not utilize the Platform during the billing period. The first online payment grants access until the first applicable debit cycle.   <strong>21.2 Cut-off rule:</strong> Activation date: The vendor’s first successful online payment date. Activations on or before the 19^th Vendors will have their first billing order processed on the 1^st of the following month. Activation on or after the 20^th Vendors will have their first debit order processed on the 1^st of the second following month. Any access granted before the first debit order date shall form part of the onboarding grace period and shall not affect the standard monthly billing cycle. <strong>21.3 Debit Order Authorization</strong> The Vendor authorizes Fusiondepot Trading CC, trading as NamVendors, to debit the Vendor’s nominated bank account for all subscription fees due in terms of this Agreement.   <strong>21.4 Vendor Cancellation </strong> a) The Vendor may cancel this Agreement by providing at least <strong>thirty (30) days’ written notice</strong> to NamVendors at <a href="mailto:vendors@NanVendors.com.na">vendors@namvendors.com</a> b) The Vendor shall remain liable for all subscription fees due during the notice period, including any applicable debit order processed before the effective cancellation date. c) No refunds shall be issued for any subscription fees already debited or invoiced. <strong> </strong> <strong>21.5 Voluntary Account Closure</strong> Vendors may request voluntary account closure by providing <strong>at least thirty (30) days’ written notice</strong> to NamVendors, subject to the settlement of any outstanding obligations.   <strong>21.6 Failed Debit Order</strong> In the event that a debit order fails for any reason whatsoever, NamVendors <strong>reserves the right</strong> to immediately suspend or restrict the vendor’s account, <strong>without prior notice</strong>, until all outstanding amounts have been settled. NamVendors may, at its discretion, retry the debit order or require the vendor to make payment using an alternative method.   <strong>21.7 No Refund</strong> 21.7.1 Under no circumstances shall the Vendor be entitled to a refund of any subscription fees already paid or debited, including in cases of suspension or termination resulting from breach of this Agreement or non-payment. 21.7.2 Suspension of a Vendor account does not constitute cancellation of this Agreement. Suspension is a restriction on selling privileges only and does not terminate the vendor’s subscription. Subscription fees shall continue to accrue and may be debited during any period of suspension unless and until this Agreement is formally cancelled in accordance with its terms. <strong>22. Acceptance of Terms</strong> <strong>By registering as a Vendor, submitting an application, or accessing or using the Nam</strong><strong>Vendors</strong><strong> Dashboard, you acknowledge and agree that you have:</strong> a) Read and understood these Vendor Terms and Conditions; b) Agreed to comply with all applicable NamVendors rules, policies, and guidelines; c) Accepted all responsibilities associated with operating as a Vendor on the Platform. <strong>You confirm your acceptance of these Terms by ticking the acceptance box provided during the registration process.</strong> <strong>If you do not agree with these Terms and Conditions, you may not register as a vendor or use any Nam</strong><strong>Vendors</strong><strong>  services.</strong>