Seller & Service Provider Agreement

Seller and Service Provider Agreement – Kush One Platform

Effective Date: __ / __ / 20__

This Agreement is entered into by and between:

Party One: Kush Integrated Solutions Co. Ltd., the owner and operator of the Kush One platform, registered under No. __________, with its address at __________, hereinafter referred to as the “Company” or the “Platform”.

Party Two: Mr./Company/Institution __________, registered under No. __________, whose authorized representative holds National ID/Passport No. __________, with its address at __________, hereinafter referred to as the “Contracting Party”, the “Seller”, or the “Service Provider”, as applicable to the nature of its activity.

Having acknowledged their legal capacity, the Parties agree as follows:

Article 1: Preamble and Complementary Documents

The preamble above, the registration application, the submitted documents, the Platform policies, the commission and fee schedule, and any approved annexes or special offers shall form integral parts of this Agreement.

In the event of conflict, written special terms shall prevail over general provisions to the extent of the transaction they govern.

Article 2: Definitions

For the purposes of this Agreement:

1. Product: Any goods, machinery, equipment, materials, or consumables offered by the Seller.
2. Service: Any work or service offered by the Service Provider, including shipping, installation, maintenance, inspection, and training.
3. Buyer: Any user who requests a Product or Service through the Platform.
4. Store: The commercial page allocated to the Contracting Party within the Platform.
5. Order: A purchase, supply, or service-performance request made through the Platform.
6. Commission: The percentage or amount due to the Platform in respect of a transaction.
7. Content: Images, texts, specifications, trademarks, advertisements, and data published by the Contracting Party.

Article 3: Acceptance and Effectiveness

This Agreement shall take effect from the date of its signature, electronic acceptance, or activation of the Contracting Party’s account and commencement of selling or service-provision activities.

Clicking the acceptance button, or using the account after the Agreement has been made available, constitutes binding acceptance to the extent permitted by law.

Article 4: Subject Matter

The Platform enables the Contracting Party to create an online store, list its Products or Services, communicate with Buyers, receive Orders and quotations, and benefit from available payment, shipping, marketing, and support services.

This Agreement does not grant the Contracting Party any exclusive right within the Platform, or in any territory or category, unless otherwise agreed in writing.

Article 5: Nature of the Relationship

The Contracting Party acts as an independent party and is not an employee, partner, general agent, or legal representative of the Company.

As a general rule, Kush One acts as an electronic intermediary between the Contracting Party and the Buyer, and does not become a principal party to the sale or service provision unless it expressly states otherwise.

The Contracting Party may not create any obligation in the name of the Company or represent it before third parties without written authorization.

Article 6: Registration Requirements

Approval of the Contracting Party is subject to:

1. Legal capacity and standing.
2. Lawfulness of the activity, Products, and Services.
3. Submission of accurate and valid data and documents.
4. Obtaining the required licenses and permits.
5. Providing an approved bank account or collection method.
6. Disclosure of the beneficial owner upon request.
7. Acceptance of the Platform policies and fee schedule.

The Platform may accept or reject registration in accordance with its legal and operational criteria.

Article 7: Verification and Documents

The Contracting Party undertakes to provide whatever the Platform requests, including:

• Proof of identity and address.
• Company registration certificate or trade name documentation.
• Professional or sectoral licenses.
• Commercial or tax registration number.
• Authorization of the legal representative.
• Bank account details.
• Agency, distribution, or ownership documents.
• Certificates of origin, conformity, and inspection.
• Any document relating to a regulated Product or Service.

The Platform may re-verify periodically and suspend the account until the requirements are completed.

Article 8: Contracting Party Account and Store

The Contracting Party is responsible for protecting login credentials and for all activities carried out through its account.

It may not:

1. Transfer or lease the account to others.
2. Create multiple accounts for the purpose of circumvention.
3. Impersonate another person or entity.
4. Use inaccurate documents or data.
5. Allow an unauthorized person to manage the Store.

Any unauthorized use must be reported to the Platform immediately.

Article 9: Seller Obligations

The Seller undertakes to:

1. Own the Products or be legally authorized to sell them.
2. Offer lawful, safe Products that conform to specifications.
3. Provide accurate, non-misleading descriptions, images, and prices.
4. Disclose the Product condition, defects, and country of origin.
5. Maintain the listed quantities or update inventory.
6. Fulfill Orders within the agreed timelines.
7. Issue invoices, warranties, and required documents.
8. Comply with replacement, refund, and warranty obligations.
9. Provide the after-sales services it has announced.
10. Bear responsibility for defects and non-conformity.

Article 10: Service Provider Obligations

The Service Provider undertakes to:

1. Hold the required qualifications and licenses.
2. Perform the Service with professionalism and reasonable care.
3. Comply with the agreed scope, price, and timeline.
4. Use suitable and safe labor and tools.
5. Protect the customer’s property and data.
6. Disclose any risks or prerequisites.
7. Remedy defects or deficiencies arising from its performance.
8. Provide reports or completion records upon request.
9. Comply with health and safety instructions.
10. Remain responsible for its employees, assistants, and contractors.

Article 11: Listing Products and Services

A listing must, as applicable to its nature, include:

• Correct name and classification.
• Technical specifications.
• Brand, model, and country of origin.
• Product condition: new, used, or refurbished.
• Price, currency, and fees.
• Quantity and minimum order quantity.
• Preparation and performance lead time.
• Shipping and installation terms.
• Warranty and after-sales services.
• Material defects and restrictions.
• Required licenses and warnings.

The Platform may amend the classification, request completion of data, or reject the listing.

Article 12: Prices and Quotations

The Contracting Party must clearly state the price, currency, taxes, fees, and additional costs.

A quotation must specify:

1. The Product or Service and quantities.
2. Specifications and scope of work.
3. Price and additional costs.
4. Validity period of the quotation.
5. Payment terms.
6. Delivery or performance date and place.
7. Warranty, installation, and training.
8. Cancellation and refund terms.

Price or terms may not be amended after Order acceptance without the Buyer’s consent.

Article 13: Orders and Contracts

The contract of sale or service provision is formed directly between the Contracting Party and the Buyer upon acceptance of the Order or quotation in accordance with Platform procedures.

The Contracting Party must review and accept or reject the Order within the specified period and may not cancel an accepted Order without a legitimate reason.

The Platform may cancel or suspend an Order where fraud, a breach, a material error, or a legal or banking impediment is suspected.

Article 14: Performance and Delivery

The Contracting Party undertakes to prepare the Product or perform the Service and deliver it in accordance with the agreed date, place, and specifications.

The Seller is responsible for:

• Appropriate packaging.
• Accuracy of weight and dimension data.
• Shipping documents.
• Damage resulting from inadequate packaging.
• Providing the agreed loading and unloading requirements.

Technical delivery of equipment or production lines is not complete until installation, commissioning, or acceptance testing has been completed, where included in the transaction.

Article 15: Quality, Safety, and Conformity

The Contracting Party warrants that its Products and Services are:

1. Lawful and fit for the stated purpose.
2. Compliant with specifications and regulatory requirements.
3. Free from undisclosed dangerous defects.
4. Properly stored and transported.
5. Accompanied by the necessary instructions and warnings.
6. Supported by licenses and certificates of conformity where required.

Platform review or acceptance of a listing does not relieve the Contracting Party of its responsibility.

Article 16: Used and Refurbished Products

The Seller must disclose the year of manufacture, technical condition, available operating hours, prior repairs, replaced parts, known defects, and available warranty.

It is prohibited to describe a used or refurbished Product as new, or to conceal a defect affecting safety, operation, or value.

Article 17: Prohibited and Restricted Products and Services

The Contracting Party must comply with the prohibited and restricted products policy and may not list any Product or Service that violates the law or lacks required licenses.

Where a violation is suspected, the Platform may remove the listing, suspend the transaction or funds, close the account, or notify the competent authorities.

Article 18: Warranty, Refunds, and Complaints

The Contracting Party must comply with the Platform’s approved warranty, cancellation, replacement, refund, and complaints policies.

The Seller or Service Provider bears the costs arising from:

1. Non-performance.
2. Defect or non-conformity.
3. Delivery of an incorrect Product.
4. Pre-delivery damage.
5. Breach of warranty.
6. Incomplete or unprofessional Service.

It must respond to complaints and provide documents within the period specified by the Platform.

Article 19: Commissions and Fees

The Platform is entitled to the consideration set out in the commission and fee schedule, which may include:

• Sales or service commission.
• Subscription fees.
• Listing and promotion fees.
• Payment and collection fees.
• Shipping or warehousing fees.
• Inspection or additional service fees.

The Contracting Party authorizes the Platform to deduct such amounts from its entitlements.

Article 20: Collection and Settlement of Entitlements

The Platform or an approved payment provider may collect the Order value on behalf of the Contracting Party.

Entitlements are remitted after:

1. Completion of delivery or Service performance.
2. Expiry of the inspection or objection period.
3. Deduction of commissions and fees.
4. Deduction of refunds and compensation.
5. Satisfaction of verification and compliance requirements.
6. Absence of a complaint or legal hold.

Entitlements are transferred to an approved account in the name of the Contracting Party or its establishment.

Article 21: Reserve, Suspension, and Set-Off

The Platform may temporarily withhold part of the Contracting Party’s entitlements to cover refund, dispute, warranty, elevated complaint, or suspected fraud risks.

It may also set off the Contracting Party’s entitlements against any fees, debts, or established compensation amounts owed by it.

Temporary suspension or withholding does not constitute forfeiture of funds and continues only to the extent and for the period required for settlement.

Article 22: Taxes and Government Fees

The Contracting Party alone bears the taxes, zakat, customs duties, fees, and licenses relating to its activity, Products, Services, and revenues.

It must issue invoices, returns, and legal documents. The Platform may make any deduction required by law.

Article 23: Off-Platform Dealing

The Contracting Party is prohibited from diverting a transaction off the Platform for the purpose of:

1. Avoiding commissions.
2. Bypassing payment and protection mechanisms.
3. Concealing the transaction.
4. Circumventing policies or restrictions.

Where proven, the Platform may collect the due commission, suspend the account, and claim compensation.

Article 24: User Data and Confidentiality

The Contracting Party may use Buyer data only to perform the Order, provide after-sales services, and meet related legal obligations.

It may not sell, share, or use such data for marketing without consent.

It must keep confidential the commercial, technical, and financial information obtained from the Platform or users. This obligation survives termination of the Agreement.

Article 25: Intellectual Property and Content

The Contracting Party represents that it holds the rights necessary in the published images, marks, descriptions, and Content.

It grants the Platform a non-exclusive license to display, store, format, and market its Content to the extent necessary to operate the services.

The Contracting Party is liable for any claim relating to infringement of intellectual property or privacy rights.

Article 26: Anti-Fraud and Unlawful Activities

The Contracting Party undertakes not to use the Platform for fraud, money laundering, financing of unlawful activities, document forgery, or concealment of the beneficial owner.

The Platform may request information on the source of funds or Products, suspend transactions and entitlements, and cooperate with the competent authorities in accordance with the law.

Article 27: Performance Evaluation

The Platform may evaluate the Contracting Party based on indicators including:

• Accuracy of descriptions.
• Order acceptance rate.
• Speed of performance and delivery.
• Cancellation and refund rate.
• Number of complaints.
• Quality of communication.
• Compliance with warranty obligations.
• Buyer ratings.

Store visibility may be reduced or restricted where performance declines.

Article 28: Subcontracting

The Service Provider may not assign a material obligation to a third party where the identity or qualifications of the performer are material, except with the customer’s or, where applicable, the Platform’s consent.

The Contracting Party remains responsible for the acts of employees, contractors, and subcontractors it engages.

Article 29: Platform Powers

The Platform has the right to:

1. Review, reject, or remove Content.
2. Request documents and inspections.
3. Suspend Products, Orders, and payments.
4. Amend classifications and display methods.
5. Restrict or suspend the account.
6. Take measures to protect users.
7. Cooperate with competent authorities.
8. Modify services according to operational requirements.

Exercise of these powers does not constitute a Platform warranty of the Contracting Party’s Products or Services.

Article 30: Suspension and Termination

The Platform may suspend or terminate the Agreement if the Contracting Party:

1. Breaches the law or policies.
2. Provides inaccurate data or documents.
3. Lists prohibited or counterfeit Products.
4. Repeatedly fails to fulfill Orders or warranties.
5. Has unacceptably elevated complaints or refunds.
6. Is suspected of fraud or money laundering.
7. Misuses user data.
8. Fails to pay fees.
9. Causes material harm to the Platform or its users.
10. Is the subject of a request by a competent authority.

Immediate termination without notice is permitted where the breach relates to safety, fraud, or unlawful activity.

Article 31: Termination by the Contracting Party

The Contracting Party may request closure of its Store after completing outstanding Orders and settling complaints, fees, and entitlements.

Termination does not extinguish any right or obligation that arose before it.

Article 32: Effects of Termination

Upon termination of the Agreement:

1. Listing of new Products and Services ceases.
2. The Contracting Party remains responsible for prior Orders.
3. Outstanding refunds and complaints are settled.
4. Amounts due are deducted.
5. Amounts and records necessary for settlement may be retained.
6. Confidentiality, data, intellectual property, and indemnity provisions survive.

Article 33: Contracting Party Liability and Indemnity

The Contracting Party bears full responsibility for its Products, Services, Content, personnel, and obligations toward Buyers.

It undertakes to indemnify the Company against claims, losses, and costs arising from:

1. A defective or unlawful Product.
2. A Service performed negligently or without a license.
3. Breach of specifications or warranty.
4. Infringement of third-party rights.
5. Misuse of data.
6. Fraud or misleading conduct.
7. Taxes and fees relating to its activity.
8. Breach of this Agreement or the law.

Article 34: Limitation of Platform Liability

As an electronic intermediary, the Platform is not liable for Product manufacture, quality, or suitability, for Service performance, or for the Buyer’s performance of its obligations, except to the extent of an express undertaking by the Platform or liability that may not be excluded by law.

To the extent permitted by law, the Platform is not liable for indirect losses, loss of profits, or loss of business opportunities.

Article 35: Insurance

The Platform may require the Contracting Party to obtain suitable insurance according to the nature of its activity, particularly for transport, installation, maintenance, heavy equipment, or high-risk activities.

The Contracting Party must provide the insurance policy upon request.

Article 36: Force Majeure

Neither Party is liable for delay or non-performance resulting from circumstances beyond its reasonable control, including war, unrest, disasters, governmental decisions, and failure of communications, banks, or transport.

The affected Party must notify the other Party and take reasonable measures to mitigate harm.

Article 37: Notices

Notices shall be sent through the Contracting Party’s account, registered email, registered phone number, or legal address.

Electronic notices are valid and effective unless non-delivery is proven to be due to the Platform.

The Contracting Party must keep its contact details up to date.

Article 38: Amendment of the Agreement

The Platform may amend this Agreement and its policies for legal or operational reasons. Amendments will be published with their effective date.

Continued use of the Platform after an amendment takes effect constitutes acceptance of it, with material amendments notified through the approved means.

Amendments do not apply retrospectively to confirmed Orders if they diminish their terms, unless otherwise required by law.

Article 39: Assignment and Transfer of Rights

The Contracting Party may not assign this Agreement or transfer its rights or obligations without the Company’s written consent.

The Company may transfer the Agreement to an affiliate or legal successor in the event of restructuring, merger, or transfer of Platform ownership, with notice to the Contracting Party.

Article 40: Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of Sudan.

Disputes shall be settled amicably within thirty (30) days from the date of written notice. If that is not possible, the competent Sudanese courts shall have jurisdiction, unless the Parties agree in writing to arbitration or another legal mechanism.

In international transactions, a different governing law, jurisdiction, or arbitration arrangement may be specified in the relevant supply contract.

Article 41: Final Provisions

1. This Agreement and its complementary documents constitute the entire agreement between the Parties.
2. No special amendment is effective unless written and approved.
3. If any provision is held invalid, the remainder of the Agreement remains valid.
4. Delay by either Party in exercising a right does not constitute a waiver of that right.
5. Arabic is the prevailing language in the event of translation conflict.
6. The Agreement may be signed in paper or electronic form.
7. The Agreement shall be executed in two copies or retained electronically so that it can be accessed.

Signatures

Party One – Kush Integrated Solutions Co. Ltd.

• Name: ______________________________
• Capacity: ______________________________
• Signature and Seal: ______________________
• Date: _____________________________

Party Two – Seller / Service Provider

• Trade Name: _______________________
• Legal Name: ______________________
• Authorized Representative: ___________________
• National ID / Passport No.: _____________
• Registration No.: _________________________
• Signature and Seal: ______________________
• Date: _____________________________

Annexes

1. Commission and fee schedule.
2. Contracting Party settlement schedule.
3. List of required documents and licenses.
4. Store and service-provider performance standards.
5. Prohibited and restricted products policy.
6. Payments and collection policy.
7. Shipping and delivery policy.
8. Cancellation, replacement, and refund policy.
9. Complaints and dispute resolution policy.
10. Any special technical or commercial annex.

Company details shall be completed, and the commission and settlement schedules shall be approved.