ECOLIT STORE LIMITED – VENDOR TERMS AND SERVICES AGREEMENT

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU ("VENDOR", "SELLER", "YOU") AND ECOLIT STORE LIMITED ("ECOLIT STORE", "WE", "US", "OUR").

1. DEFINITIONS AND INTERPRETATION

1.1 "Agreement" means these Vendor Terms and Services Agreement.
1.2 "Platform" means the Ecolit Store website, mobile application, and related services.
1.3 "Products" means renewable energy equipment, electrical appliances, and related goods listed for sale by Vendor on the Platform.
1.4 "Buyer" means a customer who purchases Products through the Platform.
1.5 "Commission" means the fee payable to Ecolit Store as specified in Clause 4.
1.6 "Order" means a Buyer's offer to purchase Products from Vendor through the Platform.
1.7 "Vendor Portal" means the online interface provided to Vendor to manage listings, orders, and payments.

2. COMMERCIAL AGENCY APPOINTMENT

2.1 Appointment: Vendor hereby appoints Ecolit Store as its non-exclusive commercial agent to promote, market, and facilitate the sale of its Products on the Platform to Buyers in Kenya. Ecolit Store accepts this appointment.

2.2 Agency Relationship: The parties acknowledge that:
- (a) Ecolit Store acts as Vendor's disclosed agent in transactions with Buyers;
- (b) The contract of sale is between Vendor and Buyer;
- (c) Ecolit Store is not a party to the sale contract and does not take title to Products;
- (d) Ecolit Store's role is limited to facilitating the transaction.

2.3 VAT Implications: This agency relationship shall be reflected in all commercial documentation. The tax invoice to the Buyer must clearly state Vendor's business name, address, and KRA PIN as the seller of the Products. Ecolit Store will issue a separate invoice to Vendor for the Commission, which shall include VAT at the prevailing rate.

3. VENDOR ONBOARDING AND ELIGIBILITY

3.1 Registration Requirements: To register as a Vendor, you must:
- (a) Be a legally registered business entity in Kenya with valid registration documents;
- (b) Possess a valid KRA PIN Certificate;
- (c) Have a business bank account in the business name;
- (d) Provide proof of physical business address;
- (e) Submit product compliance certificates (KEBS, EPRA) where applicable.

3.2 Due Diligence: Ecolit Store reserves the right to:
- (a) Conduct background checks on the Vendor and its principals;
- (b) Physically inspect Vendor's premises and inventory;
- (c) Request additional documentation at any time;
- (d) Accept or reject any Vendor application at its sole discretion.

3.3 Account Security: Vendor is responsible for maintaining the confidentiality of its Vendor Portal login credentials and for all activities conducted through its account.

4. COMMISSION AND PAYMENT TERMS

4.1 Commission Structure: Vendor shall pay Ecolit Store a Commission of 15% of the total sale price (excluding delivery charges) for each completed sale facilitated through the Platform.

4.2 Payment Schedule: Ecolit Store shall remit payment to Vendor for completed Orders within 14 calendar days of Buyer's confirmation of delivery, subject to:
- (a) Deduction of the Commission;
- (b) No pending disputes or chargebacks;
- (c) Vendor's compliance with this Agreement.

4.3 Payment Method: All payments shall be made via direct bank transfer to Vendor's registered bank account. Vendor is responsible for providing accurate banking details and any associated transfer charges.

4.4 Tax Compliance: Vendor is solely responsible for:
- (a) Charging and remitting appropriate VAT on Product sales to KRA;
- (b) Maintaining proper VAT records and filing returns;
- (c) Issuing valid tax invoices to Buyers with Vendor's details.

5. PRODUCT LISTINGS AND COMPLIANCE

5.1 Listing Requirements: Vendor warrants that all Product listings shall:
- (a) Be accurate, complete, and not misleading;
- (b) Include clear, high-quality images of the actual Products;
- (c) Specify all relevant Product specifications and features;
- (d) Clearly state warranty terms, if any;
- (e) Comply with Ecolit Store's listing guidelines.

5.2 Product Compliance: Vendor represents and warrants that all Products:
- (a) Are genuine, new (unless specified as refurbished), and free from defects;
- (b) Comply with all applicable Kenyan laws, standards, and regulations including those set by KEBS and EPRA;
- (c) Are safe for their intended use;
- (d) Do not infringe any third-party intellectual property rights.

5.3 Prohibited Products: Vendor shall not list: counterfeit goods, stolen items, hazardous materials, recalled products, or any items prohibited by Kenyan law.

5.4 Stock Availability: Vendor must maintain accurate inventory levels on the Platform. Failure to fulfill confirmed Orders due to stock unavailability shall be considered a material breach.

6. ORDER FULFILLMENT AND CUSTOMER SERVICE

6.1 Order Processing: Vendor shall:
- (a) Process and dispatch Orders within 24 hours of confirmation;
- (b) Use reliable courier services with tracking capabilities;
- (c) Provide tracking information to Ecolit Store and Buyer;
- (d) Ensure Products are properly packaged to prevent damage.

6.2 Delivery Charges: Vendor shall provide Ecolit Store with accurate shipping cost estimates. Final delivery charges approved by the Buyer shall be paid by the Buyer directly to Ecolit Store as part of the Order total.

6.3 Customer Service: Vendor shall:
- (a) Respond to Buyer inquiries within 24 hours;
- (b) Handle all pre-sale and post-sale Product inquiries;
- (c) Provide professional and courteous customer service;
- (d) Maintain a customer satisfaction rating of at least 4.0/5.0.

7. RETURNS, REFUNDS, AND WARRANTIES

7.1 Return Policy: Vendor shall comply with Ecolit Store's Returns & Refunds Policy. For approved returns:
- (a) Vendor shall bear the cost of return shipping for defective or incorrect items;
- (b) Refunds shall be processed through Ecolit Store within 5 days of receiving returned Products;
- (c) Vendor shall inspect returned Products within 3 days of receipt.

7.2 Warranty Obligations: Vendor is solely responsible for honoring all Product warranties. Vendor shall:
- (a) Clearly state warranty terms on Product listings;
- (b) Process warranty claims promptly and professionally;
- (c) Maintain adequate replacement stock or repair capacity.

7.3 Dispute Resolution: Vendor shall cooperate with Ecolit Store in resolving Buyer disputes. Ecolit Store may, at its discretion, issue refunds to Buyers and deduct corresponding amounts from Vendor's pending payments.

8. DATA PROTECTION AND CONFIDENTIALITY

8.1 Data Protection: Vendor shall comply with the Data Protection Act, 2019. Vendor shall only use Buyer personal data (names, addresses, contact information) for Order fulfillment and shall not disclose, sell, or use such data for any other purpose.

8.2 Confidentiality: Vendor shall keep confidential all non-public information received from Ecolit Store, including business processes, technical information, and pricing strategies.

8.3 Marketing Restrictions: Vendor shall not contact Buyers for direct marketing or to facilitate sales outside the Platform ("Circumvention"). Violation shall result in immediate termination and forfeiture of all pending payments.

9. INTELLECTUAL PROPERTY

9.1 License Grant: Vendor grants Ecolit Store a non-exclusive, royalty-free, worldwide license to use Vendor's trademarks, logos, and Product images for marketing and promotional purposes on the Platform.

9.2 Warranty: Vendor warrants that it owns or has license to all intellectual property rights in its Product listings and that such listings do not infringe any third-party rights.

10. PERFORMANCE METRICS AND MONITORING

10.1 Performance Standards: Vendor must maintain:
- (a) Order fulfillment rate: ≥ 95%;
- (b) On-time delivery rate: ≥ 90%;
- (c) Customer rating: ≥ 4.0/5.0;
- (d) Response rate to inquiries: ≥ 95% within 24 hours.

10.2 Monitoring: Ecolit Store shall monitor Vendor performance and may:
- (a) Provide performance reports;
- (b) Issue warnings for substandard performance;
- (c) Temporarily suspend listings for repeated violations;
- (d) Require performance improvement plans.

11. TERM AND TERMINATION

11.1 Term: This Agreement commences on the date of Vendor's registration approval and continues until terminated.

11.2 Termination by Either Party: Either party may terminate with 30 days written notice.

11.3 Termination for Cause: Ecolit Store may terminate immediately if Vendor:
- (a) Breaches any material term of this Agreement;
- (b) Engages in fraudulent activity;
- (c) Becomes insolvent or bankrupt;
- (d) Repeatedly receives poor customer ratings;
- (e) Attempts to circumvent the Platform.

11.4 Post-Termination: Upon termination:
- (a) Vendor's listings shall be removed;
- (b) Vendor shall fulfill all pending Orders;
- (c) Ecolit Store shall remit any outstanding payments minus applicable deductions;
- (d) Vendor shall return or destroy all confidential information.

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1 Limitation: Ecolit Store's total liability to Vendor shall not exceed the total Commission paid by Vendor in the six months preceding the claim.

12.2 Indemnification: Vendor shall indemnify, defend, and hold harmless Ecolit Store from any claims, damages, losses, or expenses arising from:
- (a) Vendor's Products or listings;
- (b) Vendor's breach of this Agreement;
- (c) Vendor's violation of any law;
- (d) Any product liability claim.

13. DISPUTE RESOLUTION

13.1 Negotiation: Parties shall attempt to resolve disputes amicably through good faith negotiation.

13.2 Mediation: If unresolved, parties shall submit to mediation by a mutually agreed mediator in Nairobi.

13.3 Arbitration: If mediation fails, disputes shall be referred to arbitration under the Chartered Institute of Arbitrators (Kenya) Rules, with arbitration seated in Nairobi.

13.4 Governing Law: This Agreement shall be governed by Kenyan law.

14. GENERAL PROVISIONS

14.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties.

14.2 Modification: Ecolit Store may modify this Agreement with 30 days notice. Continued use constitutes acceptance.

14.3 Force Majeure: Neither party shall be liable for delays due to circumstances beyond reasonable control.

14.4 Notice: All notices shall be in writing and sent to the registered email addresses.

14.5 Severability: If any provision is invalid, the remainder shall remain in effect.

14.6 No Waiver: Failure to enforce any right shall not constitute waiver.

15. CONTACT INFORMATION

For Agreement-related inquiries:

Ecolit Store Limited
Email: info@ecolitstore.com
Address: Nairobi, Kenya
Phone: 0118868179

ACKNOWLEDGEMENT
BY CLICKING "I AGREE" OR BY USING THE VENDOR PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.