Whereas: MoTIV through it’s online platform “Omwoleso”, is desirous of engaging the Vendor to
supply its/his/her products to MoTIV and the Vendor is willing to supply MoTIV with
products on a non-exclusive basis in accordance with the terms of this Agreement.
MoTIV hereby grants the Vendor a nonexclusive license to own an account and operate

it respectively through the formers’ Omwoleso Online Plaform.

Now therefore the parties agree as follows:

  1. PLATFORM SIGN-UP
    1.1 A non-refundable on-boarding fee of Ugx 50,000 (Fifty Thousand Ugandan Shillings Only)
    shall be paid by the vendor to facilitate the signing up process on the platform. This fee shall
    also cater for initial product photography through Tukole, which pictures shall be uploaded
    onto the Paltform along with Product description and Pricing.
    1.2 The vendor shall pay a monthly fee of Ugx 15,000 (Fifteen Thousand Uganda Shillings
    Only). This fee shall be payable after the first three months on the Platform.
    1.3 In the event of provision of unsatisfactory products, and failure to remedy the defect
    within 10 (Ten) days, MoTIV shall have the right to immediately terminate the Contract.
    For purposes of this clause, “Unsatisfactory Product” shall be construed to mean a
    product that is defective, inoperative, and/or fails to meet the specifications of the Vendor
    as described in Annex 1.
    1.4 The Vendor irrevocably agrees to be bound by the General Terms and Conditions that
    govern the Platform
  2. SCOPE AND SUPPLY OF PRODUCTS
    2.1 An order shall be placed by the Customer on the Platform and payment of the same shall
    be made by the Customer.
    2.2 The Vendor shall consequently receive a notification to this effect. The Vendor shall then,
    in a timely manner, contact the Customer for further details and specifications of the
    Product ordered and shall appropriately inform the Customer of when, how, where and by
    whom the Product shall be delivered.
    2.3 The Products will be deemed delivered upon confirmation of receipt by the Customer.

2.4 The Customer upon receipt of the Product shall receive an email from Omwoleso
encouraging them to rate the product. Note that this Rate shall not in any way disqualify
the Vendor from using the platform but rather shall act as feedback intended to better the
quality of services.

2.5 Any failure of the Vendor to deliver the products by the agreed date and time constitutes
a material breach of this Agreement.

  1. PRICING, INVOICING AND PAYMENT
    3.1 The price shall be displayed against the Product and the Customer shall make payment
    to the Omwoleso Bank Account as specified on the Platform and weekly payments shall
    be reconciled by the Vendor and Omwoleso.
    3.2 Omwoleso shall be entitled to a 5% Commission against the revenue made by the
    Vendor. For avoidance of doubt, the commission percentage shall be deducted after the
    removal of taxes from the Sales made.
    3.3 Unless otherwise agreed, payment to the Vendor shall be made in the first week of every
    month. This payment shall be made onto the Vendor’s account number or mobile money
    number as provided and it is agreed by the parties that where payment is by way of mobile
    money, withdrawal fees shall not be included in the payment made by MoTIV to the Vendor.
    3.4 Without prejudice to any other remedy, MoTIV may suspend or delay payment without
    penalty or loss of prompt payment discount if the Vendor fails to provide the required
    information or if either Party disputes the amount payable or any part thereof or for non-
    compliance by the Vendor with the instructions contained in the General Terms and
    Conditions of the Platform.
    3.5 Where either Party disagrees to the amount payable, either Party shall efficiently
    communicate to the other and the undisputed amount shall be made payable by either
    Party. Both Parties shall convene and arrive at a reconciliation to determine the accurate
    outstanding amount and this shall be done not later than 10 (Ten) days from the date of
    communication of the dispute of the amount payable.
    3.6 MoTIV shall have the right to set-off any verified claim which it may have against the Vendor
    against any payment due to the Vendor under the Contract.
  2. WARRANTIES AND GUARANTEES
    4.1 The Vendor warrants and guarantees that the products uploaded on the Platform;
    4.1.1 are legally and rightfully possessed and owned by the Vendor and are free of any
    third party incumbraces.
    4.1.2 are suitable and fit for the intended purpose as communicated by the Vendor in
    Annex 1.
    4.1.3 do not infringe Third Party rights, including their Intellectual Property rights.
    4.1.4 comply with all relevant statutes, rules and regulations with regard to health, safety,
    environment and hygiene, including all applicable policies, rules and regulations.

4.2 Where MoTIV discovers any error or defect in the products provided by the Vendor, MoTIV
shall immediately notify the Vendor of the said error or defect. The Vendor shall,
immediately and in any case not later than twenty-four (24) hours after receipt of the
notification from MoTIV, use its best efforts to correct, at its own cost, any such error or
defect.

  1. REMEDIES FOR BREACH OF WARRANTIES
    In the event of the breach of a warranty in Clause 4 above, the Vendor shall (a) repair the
    Product in question, (b) replace the product with a similar one or one with similar
    functionality (c) or if such attempts do not succeed after 3 days, refund all amount paid by
    the customer for such product.
  2. SECURITY
    6.1 The Vendor shall not use or permit its authorized users to use MoTIVs’ platform in ways that
    infringe the rights of other users or violates the laws of Uganda.
    6.2 The Vendor shall comply with MoTIVs’ Acceptable User Policy attached hereto in Annex 2.
  3. LIMITATION OF LIABILITY
    MoTIV shall not be liable to the vendor for any consequential, direct, indirect, special
    incidental or punitive damages arising out of or related to this Agreement.
  4. INSURANCE
    During the term of this Agreement, the Vendor shall maintain in full force and effect (a)
    commercial general liability insurance covering property damage. The Insurance policies
    required pursuant to this section will stipulate that they are primary policies and that no
    insurance policy or self-insurance program of the Buyer will be called upon to contribute
    except in circumstances of contributory negligence by the Buyer.
  5. TERMINATION
    9.1 This Agreement may be terminated for (i) any and no reason upon issuance of a 1 days’
    notice, (ii) as a result of breach of the other party where such breach is not cured during the
    30 day notice period; or (iii) insolvency, bankruptcy or appointment of a receiver by the
    Vendor.
    9.2 Upon termination of this Agreement, the Vendor shall cease all use of the online platform
    and shall refrain from making any references or suggestive statements infering to the use of
    the onlilne platform.
    9.3 Any termination under this clause shall be without prejudice to any prior rights of either Party
    under this Agreement and/or guaranteed by law.
  6. MISCELLANEOUS
    This Agreement supersedes and cancels any previous agreements or understandings,
    whether oral, written or implied, heretofore in effect between the Parties and sets forth the
    entire agreement between the Parties. No modification or change may be made in this
    Agreement except in writing as signed by each Party. This Agreement shall be governed by
    and construed in accordance the laws of Uganda. This Agreement may not be assigned by
    Vendor without written consent from MoTIV. This Agreement shall be binding upon, and
    inure to the benefit of, the parties hereto and their respective legal representatives,

successors and permitted assigns. The waiver by either Party of any right hereunder or the
failure to enforce at any time any of the provisions of this Agreement, or any rights with
respect thereto, shall not be deemed to be a waiver of any other rights hereunder or of any
breach or failure of performance of the other Party. If, under applicable law or regulation,
any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly
affects the validity of any other material provision(s) of this Agreement (such invalid or
unenforceable provision, a “Severed Clause”), this Agreement shall endure except for the
Severed Clause.

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