1. Relationship of the Parties
1.1 This Agreement is between Nusoko and the Vendor named at registration (“Vendor,” “you”). Where the Vendor is approved to resell another Vendor’s products under Section 9, the term “Vendor” includes that Reseller capacity unless the context requires otherwise.
1.2 This Agreement does not create a partnership, joint venture, or employment relationship between Nusoko and the Vendor. Nusoko acts solely as the operator of the marketplace on which the Vendor sells.
1.3 The Vendor operates as an independent business selling in its own name through a storefront hosted on the Platform. The Vendor — not Nusoko — is the seller of record for all products in its store, consistent with the Nusoko Terms of Service.
2. Onboarding & Verification
2.1 To register, the Vendor must provide: full name or registered business name; national ID or business registration/certificate details; KRA PIN; phone number and email; physical or business address; bank or mobile money payout details; and product category declarations.
2.2 Nusoko may request additional documentation for regulated categories (for example, food, cosmetics, electronics, health products, or agrochemicals) and may decline, suspend, or delay approval of an application that fails verification.
2.3 The Vendor must keep all registration information current and must notify Nusoko within [insert period, e.g., 7 days] of any material change.
3. Vendor Obligations
The Vendor warrants and agrees that it will:
- list only products it is legally entitled to sell, with accurate descriptions, images, pricing, and available stock;
- hold all licences, permits, and regulatory approvals required for its product categories;
- not list any item in the Prohibited & Restricted Items Schedule (Terms of Service, Appendix A) or any counterfeit, stolen, unsafe, or otherwise unlawful goods;
- fulfil confirmed orders within the delivery window communicated to the Customer;
- package goods appropriately to prevent damage in transit;
- honour the Nusoko Returns & Refunds Policy as a minimum standard;
- respond to Customer enquiries and Nusoko support requests within 48 hours;
- not use the Platform to solicit Customers for off-platform payment in circumvention of Nusoko’s commission structure;
- comply with all applicable Kenyan law, including consumer protection, product safety, tax, and anti-corruption law (including the Bribery Act, 2016);
- process any Customer personal data received via the Platform only for fulfilling the relevant order and related support, as set out in Section 11; and
- not engage, and confirm to the best of its knowledge that it is not itself the target of, any sanctions, anti-money-laundering, or counter-terrorism-financing measures applicable in Kenya.
4. Product Listings & Content
4.1 The Vendor grants Nusoko a non-exclusive, royalty-free, worldwide licence to display, reproduce, and use Vendor-submitted content (images, descriptions, trademarks) on the Platform and in Nusoko marketing, solely to operate and promote the marketplace.
4.2 The Vendor warrants it holds all rights necessary to the content it uploads and indemnifies Nusoko against third-party intellectual property claims arising from that content, subject to Section 8.
4.3 Nusoko may remove or edit a listing that breaches this Agreement, marketplace policy, or applicable law, and will notify the Vendor of the removal and reason where practicable.
5. Fees & Commission
5.1 Nusoko charges the Vendor commission and/or subscription fees as set out in the Fee Schedule at Appendix A to this Agreement.
5.2 Fees are deducted from Vendor payouts as described in the Payment Terms.
5.3 Nusoko may change the Fee Schedule with at least 30 days’ notice by email and/or in-app notice; continued listing or selling on the Platform after the effective date constitutes acceptance of the revised fees.
6. Payments & Settlement
6.1 Nusoko (or its licensed payment processing partner) collects Customer payment on the Vendor’s behalf and remits the Vendor’s share on the schedule set out in the Payment Terms, net of commission, applicable fees, refunds, and chargebacks.
6.2 The Vendor is responsible for the accuracy of its payout details and for its own tax reporting and remittance obligations, including VAT registration and Kenya Revenue Authority reporting where applicable.
7. Returns, Refunds & Disputes
7.1 The Vendor must accept and process returns and refunds in accordance with the Nusoko Returns & Refunds Policy and applicable Kenyan consumer protection law, whichever affords the Customer greater protection.
7.2 Where a Customer dispute cannot be resolved directly with the Vendor, the Vendor agrees to participate in good faith in the Nusoko Dispute Resolution Process and to be bound by a resulting Nusoko determination made in accordance with that process, without prejudice to the Vendor’s right to pursue the matter through the courts of Kenya.
7.3 Refund costs are borne by the Vendor, except where the Dispute Resolution Process finds the fault lies with Nusoko’s own systems or a Nusoko-operated logistics service, in which case Nusoko bears the cost.
8. Vendor Liability & Indemnity
8.1 The Vendor is solely liable for claims arising from its products, including product liability, misdescription, defects, and any injury or loss caused by the product.
8.2 The Vendor indemnifies and holds Nusoko harmless against direct losses, claims, and regulatory action arising from the Vendor’s breach of this Agreement, applicable law, or third-party rights, except to the extent caused by Nusoko’s own breach, fraud, or gross negligence.
8.3 This indemnity survives termination of this Agreement in respect of acts or omissions occurring while the Agreement was in force.
9. Reselling Other Vendors’ Products — “Sell With No Stock”
9.1 Eligibility and permission. A Vendor in good standing may apply to become a “Reseller,” listing and selling another Vendor’s products (“Supplying Vendor”) under its own storefront, where the Supplying Vendor has expressly granted permission through the Platform’s reseller-permission tools. No separate agreement is required beyond this Agreement and the recorded terms of that permission.
9.2 Scope of permission. Permission may be granted platform-wide, per Reseller, or per product, and must specify: the eligible products; the margin, markup, or commission split between the Supplying Vendor and the Reseller; any branding or content-usage limits; and any territory or channel restrictions. The Supplying Vendor may revoke permission at any time for future listings; revocation does not affect orders already placed.
9.3 Order flow and fulfilment responsibility. Orders placed against a resold listing route to the Supplying Vendor for fulfilment. The Supplying Vendor remains responsible for stock accuracy, product quality, packaging, and dispatch of that order, in the same manner as for its own direct sales.
9.4 Reseller obligations. Where acting as a Reseller, the Vendor must: represent the Supplying Vendor’s listing accurately and without adding claims the Supplying Vendor has not approved; comply with the pricing and margin terms recorded for that permission; and use the Supplying Vendor’s content and trademarks only within the scope of the granted permission.
9.5 Payout split. Payouts for resold orders are split between the Supplying Vendor and the Reseller according to the terms recorded at the time permission was granted, and are processed under the Payment Terms. Nusoko is not responsible for enforcing commercial terms agreed between a Supplying Vendor and Reseller outside the Platform’s reseller-permission tools.
9.6 Liability allocation between Supplying Vendor and Reseller. As between a Supplying Vendor and a Reseller: the Supplying Vendor is liable for the product itself and for fulfilment; the Reseller is liable for its own marketing conduct and representations made in its storefront. Each party’s obligations to Nusoko and to Customers under Sections 3, 7, and 8 of this Agreement apply to both in their respective capacities.
9.7 Disputes between a Supplying Vendor and a Reseller. Nusoko may, at its discretion, assist in resolving a dispute between a Supplying Vendor and a Reseller relating to a reseller arrangement, but is not obliged to arbitrate commercial terms beyond what is recorded in the Platform’s reseller-permission tools. Either party may otherwise pursue the matter as a private commercial dispute.
10. Confidentiality
Each party will keep confidential any non-public business, technical, or Customer information disclosed by the other in connection with this Agreement, using it only to perform its obligations, except where disclosure is required by law or regulatory authority.
11. Data Processing
11.1 In fulfilling orders, the Vendor (and, where applicable, the Reseller) will receive Customer personal data (for example, name, delivery address, and phone number) necessary to complete the transaction.
11.2 The Vendor agrees to process this data only for order fulfilment and related customer service; to keep it secure; not to use it for unrelated marketing without an independent lawful basis and, where required, the Customer’s consent; and to comply with the Data Protection Act, 2019, including promptly notifying Nusoko of any data breach involving Customer data it holds.
11.3 Data-role definitions (controller/processor) applicable to the Vendor are set out in the Nusoko Privacy Policy, incorporated by reference.
12. Suspension & Termination
12.1 Nusoko may suspend or terminate a Vendor’s (or Reseller’s) account for breach of this Agreement, repeated valid Customer complaints, fraud, listing of prohibited goods, or unlawful conduct, and may withhold payouts pending investigation of a suspected breach, subject to applicable law.
12.2 Either party may terminate this Agreement on 30 days’ written notice. Outstanding orders at the date of termination must still be fulfilled or properly refunded, and any resulting settlement obligations survive termination.
13. General
13.1 Governing law. This Agreement is governed by the laws of Kenya.
13.2 Notices. Notices to Nusoko must be sent to [vendors@nusoko.co.ke] or [legal@nusoko.co.ke]. Notices to the Vendor may be given via the Platform, email, or SMS to the contact details on file.
13.3 Assignment. Nusoko may assign this Agreement in connection with a merger, acquisition, or sale of assets. The Vendor may not assign its rights or obligations without Nusoko’s prior written consent.
13.4 Severability. If a provision of this Agreement is found unenforceable, the remaining provisions continue in full force.
13.5 Entire Agreement. This Agreement, together with the Terms of Service, Returns & Refunds Policy, Payment Terms, Dispute Resolution Process, and Privacy Policy, constitutes the entire agreement between Nusoko and the Vendor regarding participation in the marketplace, and supersedes any prior discussions or arrangements on the subject.
14. Contact
Vendor support: [vendors@nusoko.co.ke] Legal notices: [legal@nusoko.co.ke]
Fee changes take effect per Section 5.3 of this Agreement.
This Agreement incorporates by reference, and should be read together with, the Nusoko Terms of Service, Returns & Refunds Policy, Payment Terms, Dispute Resolution Process, and Privacy Policy.