Shopkite Agent & Super Agent Terms of engagement
Appointment of AgentSubject to the terms of this Agreement, the Agent is hereby appointed an independent agent with limited authority to solicit, on behalf of Shopkite Limited, Merchants for Shopkite. Such solicitation may occur in person, online, or through any other method that meets the requirements of this Agreement and which has been agreed to in advance by Shopkite.
Scope of Agency Relationship
- The parties acknowledge and agree that the agency relationship established by this Agreement is for the purpose of getting more merchants to sign up to use the Shopkite platform and for such other services as may be agreed on by both parties.
- Any transaction entered on behalf of Shopkite not expressly referred to in this agreement and done with the consent of Shopkite shall in no way be binding on Shopkite.
- Agents are hereby prohibited from representing Shopkite in any manner or any account not associated with this agreement.
- Agents acknowledge and agree that the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that the Agent is an independent contractor with respect to the services provided by it under this Agreement.
- Agents shall give prompt, courteous and efficient service to the public and all business dealings with members of the public will be governed by the highest standards of honesty, integrity and fair dealing.
- Agents will do nothing, which would tend to discredit, dishonour, reflect adversely upon or in any manner injure the reputation of Shopkite.
Acceptance of Agent Appointment
- Agent hereby accepts the appointment by Shopkite as its authorized agent to solicit customers (“Merchants”) for the Shopkite Services, subject to the terms and conditions of this Agreement.
- During the term of this Agreement, unless otherwise instructed by Shopkite, Agent may refer to itself as a Shopkite Authorized Agent, but solely in connection with the marketing of Shopkite Services to Merchants as contained in this Agreement.
Payment of Commissions
- Unless otherwise agreed in writing by Shopkite, the only commissions or other compensation due to the Agents are those commissions payable pursuant to Section 5 below.
- Activation commissions for Merchants who register through an Agent will be paid to the Agent on a monthly basis.
- A once a month payment would be made to Agents the first week of every month for commissions that accrue from transactions from the previous month. Shopkite will use reasonable efforts to calculate and pay commissions.
- Referral codes will be given to every agent and the code will be unique to every agent.
- Referral codes will be used in monitoring the number of merchants who register through the agents.
- Every merchant who signs up on the Shopkite platform will be required to provide the referral code unique to the Agent who referred. All Agents are expected to communicate this with prospective customers(“Merchants”).
- In any instance, where the referral code is missed, the Agent can contact Shopkite for rectification and provide the necessary details to link the Agent with the Merchant. The rectification will be done, and the commission paid at the sole discretion of Shopkite.
- Any activation commission paid by Shopkite to Agent shall be refunded if Shopkite determines in its sole discretion that the Account was obtained as a result of fraud, misrepresentation, misleading information, or other material departure from Shopkite's stated policies, practices or marketing positions as they may change from time to time.
- Any credit issued to any Merchant to resolve any issue caused by Agent making any misleading, improper or inaccurate representation, such as implying that the Merchant may be given a price plan or discount that is not authorized in Shopkite's published price lists may be set off against any commission amounts owed to Agent under this Agreement.
- It is agreed by Agent that any activation commissions or bonus payments due Agent may be retained by Shopkite to offset any debts owed to Shopkite by Agent.
- In the event that Agent files any bankruptcy proceeding or has such a proceeding filed against it, Agent specifically agrees that Shopkite's right to offset as described herein shall continue unabated.
- Unless otherwise agreed in writing by Shopkite, no commissions or other compensation will be paid for registration by any person or entity that was a Shopkite customer.
- Shopkite has no liability to an Agent for commissions from usage by a Merchant if the Agent knowingly solicits such a Merchant who uses the Shopkite Services for transactions which are illegal.
- Shopkite also has no obligation to pay commissions in any instance where the Agent is knowingly involved in any deceitful or fraudulent activity.
- Shopkite has no liability to pay commissions on any sales not made in accordance with the terms of this Agreement. Shopkite may deduct from any amounts due Agent, amounts which Agent may owe to it under this Agreement or otherwise.
Calculation of Commissions
- An Agent earns N2,000 (Two thousand Naira only) for every merchant that pays to subscribe to Shopkite Merchant using their referral code.
- A bonus of N10,000 (Ten thousand Naira only) will be paid to Agents who register up to ten merchants in a month.
- Agents will be eligible to earn N4 (Four Naira only) for every online transaction done by merchants who have successfully signed up with their referral codes.
- There shall be a category of Agents to be referred to as “Super Agents"
To become a Super Agent, an Agent must:
- First, get at least 10 (ten) merchants to go online per month for 2 (two) consecutive months;
- After the first condition is met, the Agent unlocks the ability to add agents to operate in the Agent’s network and automatically becomes a Super Agent;
- Finally, the Agent is advised to add at least 10 (ten) agents to operate in the Agent’s network.
As a Super Agent, the Agent enjoys the following benefits:
- All benefits accruing to agents.
- Earns N5 (Five Naira only) for each online transaction from merchants referred directly.
- Earns N1 (One Naira only) for each online transaction from the merchants referred through agents under him.
- When agents operating under an Agent also become Super Agents, earnings from subsequent merchants signed up stops.
- The remittance tenure starts from when the merchant pays to subscribe to Shopkite Merchant.
- Remittance tenure applies to commissions from online transactions only.
- Remittance discontinuance will be specific to an Agent (or Super Agent). It will not affect any other Agent (or Super Agent) tied to the same chain of referral who benefits from the payment.
- There will be a yearly review of the performance of Agents by Shopkite and this review will be based on Key Performance Indexes set by Shopkite.
- Shopkite reserves the right to revise and redefine the Key Performance Indexes from time to time.
- Shopkite holds the right to terminate the remittance tenure of any Agent on the basis of poor performance, misrepresentation or fraudulent activities of the Agent.
- An Agent operating under a Super agent may be required to leave a Super Agent’s network where Shopkite’s contract with the Super Agent is terminated by either party or automatically in accordance with the provisions of this agreement. In such instance, the Agent can either operate independently or operate within the network of another Super Agent. This would depend on the agreement reached by the Agent and Shopkite.
Term and Termination
- The term of this Agreement begins the first day of the month following the execution of this Agreement by both parties ("Effective Date") and continues except an occasion for termination based on 7c below occurs.
- Either party may terminate this Agreement with or without cause at any time upon seven (7) days prior, written notice to the other party.
Shopkite may terminate, this Agreement with cause in the following instances:
- for breach by Agent of any provision of this Agreement;
where Shopkite discovers any Irregular Marketing Activity by Agent, which involves the Agent sending any message which is illegal, obscene, indecent, threatening or harassing, including but not limited to, the transmission of unsolicited messages, or messages which infringe any third party's proprietary right, or any other Irregular Marketing Activity.
For the purpose of this agreement "Irregular Marketing Activity” means any activity that constitutes a clear and material breach or is otherwise clearly and materially inconsistent with the terms of this Agreement or which in Shopkite's reasonable judgment, would harm Shopkite's reputation if it were publicly known. Irregular Marketing Activity includes without limitation those activities referred to in this Agreement as Irregular Marketing Activities
- immediately upon notice of any unethical conduct by Agent including, but not limited to, offering or providing to any Shopkite employee any financial or other incentive for the purpose of obtaining customer leads or other information not ordinarily provided by Shopkite to its Agents which is deemed to, be beneficial to the Agent;
- If the use of the Shopkite Services by Agent is deemed to be for any illegal purpose.
- If Shopkite terminates this Agreement for cause, the Agent waives all claims for any expected commissions or profits made in connection with this Agreement.
- Upon the expiration or termination of this Agreement, the Agent shall immediately discontinue solicitation of Merchants for Shopkite.
- Upon termination of this Agreement, any permission or right to use the Shopkite brand granted under this Agreement will cease to exist and Agent will immediately cease any use of such and immediately cease referring to itself as a Shopkite authorized agent.
- At no time during or after the termination of this Agreement may any Agent use any Confidential Information for any purpose other than to solicit customers for the Shopkite Services.
- For purposes of this Agreement, "Confidential Information” means information disclosed by Shopkite ("Owner") to the Agent ("Recipient") which relates to the subject matter of this Agreement, including, but not limited to customer, business and/or technical information and data, or which, although not related to such subject matter, is nevertheless disclosed. as a result of the parties' discussions in that regard, and which, in any case, is disclosed by the Owner to the Recipient in a document or other medium deemed and/or marked “confidential”.
- During the Term of this Agreement, the Recipient may use the Confidential Information of the Owner only for the purpose of this Agreement and shall protect such Confidential Information from disclosure to others.
- The terms and conditions of this Section will survive the termination of this Agreement.
Limitation of Liability
- Shopkite’s liability to its Agents is limited to its obligations to pay commissions as described in this agreement. Shopkite shall not be liable for damages, by reason of any act or omission in its performance under this agreement.
- Shopkite has no liability to an agent for lost revenue, lost profit or commissions that might have been earned hereunder but for the inability or failure of Shopkite to provide service to any person solicited by the Agent, or in the event of discontinuation of modification of the Shopkite services.
IndemnificationAgent shall indemnify and hold harmless Shopkite, its affiliates, employees, officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable legal fees arising directly or indirectly from breach of this Agreement, negligent acts or omissions, or willful misconduct of the Agent.
Resolution of Disputes
- Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation will be settled by Arbitration. The costs of arbitration, including the fees and expenses of the arbitrator, will be shared equally by the parties unless the arbitration award provides otherwise.
Force MajeureShopkite will not be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform its obligations under this Agreement is as a result of;
- compliance with any law, ruling, order, regulation or requirement of any government agency or court of competent jurisdiction;
- acts of God;
- acts or omissions of the other party;
- fires, strikes, war, insurrection or riot;
- or any other cause beyond the party's reasonable control.
Governing LawThis agreement shall be governed by the laws of the Federal Republic of Nigeria.