AGREEMENT BETWEEN LOSODE AND THE DESIGNERS AND CREATORS WHO TRADE ON THE LOSODE PLATFORM

1. Losode owns and operates an e-commerce marketplace platform known as the Losode Platform ("the platform"). The platform provides fashion brands with the ability to list and sell their products to the public using the internet. This platform is currently provided on the website www.losode.com, but may be provided on different websites or applications in the future, including Losode's social digital channels.

Definitions

As used in this agreement, the following terms have the following meanings:

• "Losode", "us", and "its" means "Losode" and any of its Affiliates, and "Seller" means the applicant (if registering for or using its platform as an individual), or the business employing the applicant (if registering for or using its platform as a business) and any of its Affiliates.
• "Sellers", "they", "their" and "them" means any Fashion Brand, including its employees, agents, or affiliates, that has been reviewed and approved to list their products for sale on the platform, and in the capacity of the Fashion Brand as an individual, sole trader, or a registered company.
• "Customers" means a member of the public who has access to purchase on the platform.
• "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
• "Losode Site" means www.losode.com.
• "Confidential Information" means information relating to us, to the services, or Losode customers that is not known to the general public, including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the services; data derived from the services except for data (other than customer personal data) arising from the sale of Seller’s products comprising of products sold, prices, sales, volumes, and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this agreement, customer personal data always constitutes confidential information.
• "Content" means copyrightable works under applicable law and content protected by database rights under applicable law.
• "Governing Courts" means the Federal High Court of Nigeria or the High Court of Lagos State.
• "Governing Laws" means the laws of the Federal Republic of Nigeria.
• "Intellectual Property Right" means any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation, or infringement of any of the foregoing.
• "Law" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision, or other requirement, now or in the future in effect in Nigeria.
• "Order Information" means, with respect to any of Seller’s Products ordered through the Losode Site, the order information and shipping information that Losode provides or makes available to Seller.
• "Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognisable entity, whether or not having distinct legal existence.
• "Sales Proceeds" means the gross proceeds from any of Seller’s transactions, including (a) all shipping and handling, gift wrap, and other charges; (b) taxes and customs duties; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or its Affiliates on or before the applicable invoice due date.
• "Sellers Portal" means the online portal and tools made available by Losode to Seller, for Seller’s use in managing Seller’s orders, inventory, and presence on Losode Site or any other online point of presence.
• "Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the laws of Nigeria; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional items.
• "Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any laws.
• "Seller’s Materials" means seller’s trademarks, content, seller’s product information, data, materials, and other items or information provided or made available by Seller to Losode or its affiliates.
• "Seller’s Personnel" means any third party warranting, administering, or otherwise involved in the offer, sale, performance, or fulfilment of Seller’s products, including any of Seller’s employees, representatives, agents, contractors, or subcontractors.
• "Seller’s Product" means any product or service that a Seller: (a) has offered through Losode.
• "Seller’s Sales Channels" means all sales channels and other means through which Seller or any of Seller’s affiliates offers products or services, other than physical stores.
• "Seller’s Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by Seller on or through or in connection with the services; (b) in connection with any products or services provided for which Seller’s products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of Seller or any persons providing products or services, or Seller or their respective employees, agents, contractors, or representatives, for which Seller’s Products are, directly or indirectly, involved as a form of payment or exchange.
• "Seller’s Trademarks" means trademarks of Seller that Seller provides to Losode: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product-specific information or materials.
• "Seller’s Transaction" means any sale of Seller’s product(s) by Losode.

B. Purpose and Scope of this Agreement

• The Losode Designer Agreement (the "agreement") contains the terms and conditions that govern access to and use of the Losode marketplace and its services by all Sellers on the Losode Platform ("the Platform").
• It is an agreement between Losode and its Sellers.
• By using the platform, Sellers agree to be bound by the terms of this agreement.
• Sellers who join Losode and have the opportunity to sell their products on the Platform will have access to a dedicated store with a dashboard to monitor and manage their store.
• Sellers authorise Losode to accept binding orders from customers on their behalf.

C. Services Rendered

• Losode’s service to the Seller is to provide the infrastructure to enable trade via the Losode platform. This includes providing digital stores to the Seller, trade analytics, showcasing the Seller’s items and products to potential customers, collecting payments on behalf of the Seller, supporting the delivery of orders to customers, and facilitating the resolution of disputes, including returns and complaints, for orders initiated on the Platform.
• In delivering these Services, Losode might provide:
  1. A web-based storefront to the Seller with access to payment gateways and escrow services.
  2. Access to a Seller portal, dashboard, and other systems as Losode chooses to make available.
  3. Access to business support and other account management services as Losode chooses to make available.
  4. Access to logistics services for the fulfilment of orders as Losode chooses to make available.
• Losode may, at its sole discretion, add or remove services from the list above periodically. New services may attract additional charges. In a situation where charges change, Sellers will be informed prior to the service being provisioned.
• Losode reserves the right to alter or vary the available services, the nature of the services, and any charges at its sole discretion.
• Losode reserves the right to make changes to the Platform or services provided or suspend the Platform or services without notice.

D. Losode’s Rights and Obligations

• Losode reserves the right to review and accept or reject requests made by prospective Sellers to join the platform.
• Losode will present products listed to potential customers/buyers once they have been reviewed and approved by the Losode User Engagement Team.
• Notwithstanding "2" above, Losode:
  1. reserves the right to review and accept or reject any product that is listed on the platform which does not conform to its quality standards.
  2. reserves the right to deactivate stores which do not fulfil the minimum requirements for presentation on the Platform.
• Losode will provide Sellers with access to digital stores on the Platform so that they can keep their stores, listings, and inventory up to date.
• Losode is authorised to accept binding orders on behalf of Sellers.
• Losode will collect payments from the Customer (e.g., by credit card, debit card, or bank transfers) on behalf of the Seller.
• Losode collects the payment for the relevant order in Losode’s name on behalf of the Seller and pays it out to the Seller according in line with the Losode Designer Payout Policy.
• Losode is authorised to share Sellers’ details with their suppliers, including and not limited to supply chain, logistics, and delivery providers for the purposes of managing, and fulfilling Seller orders which have been accepted by Losode on the Sellers’ behalf.
• Losode will share analytics data with the seller to inform sales strategies and product/item placements.
• Losode reserves the right to terminate the relationship with the Seller if the Seller provides faulty or wrongly described products, violates the intellectual property of other brands, repeatedly receives bad reviews or complaints, or fails to comply with the advice and recommendations provided to the Seller by Losode to improve the quality of their store and their listings.
• Use of the Platform is limited to parties that can lawfully enter and form contracts under the Laws of the jurisdictions in which Losode operates.
• Losode may carry out identity or verification checks on Sellers periodically.

E. Seller Rights and Obligations

• The Seller will be responsible for listing their own products and ensuring that their stores are maintained and meet the minimum requirements stipulated by Losode for presentation on the Platform.
• The Seller is obliged to provide Losode with their brand legal name, logo, address, telephone number, e-mail address, and bank account details, as well as any other identity verification information Losode may request to verify the Seller.
• The Seller acknowledges that the relationship between customers and Losode is governed by the privacy policy and the general terms and conditions, which are both available on the Losode website.
• The Seller is obliged to provide all the information necessary as required by Losode for product listings, including but not limited to detailed titles, relevant sub-titles, descriptions, material and care information, colours available, sizes available, quantity, and images for all provided listings.
• The Seller agrees to list its own products made by the Seller’s Brand and ensure that all products are quality products, with up-to-date inventory and accurate product descriptions on the Platform.
• The Seller guarantees that all products listed in their store are readily available for sale and that when Losode accepts an order on the Seller’s behalf, the Seller will package items for delivery within one (1) hour of confirmation of the order.
• The Seller agrees to notify Losode within one hour if the Seller is unable to fulfil any order that has been placed on the Platform.
• The Seller will ensure that they comply with the intellectual property rights of others, and will not misrepresent products or deceive customers.
• The Seller is required to conduct all transactions and payments through the Platform and not accept off-platform payments.
• The Seller is prohibited from using their Seller store and associated tools to promote products not registered with Losode.
• The Seller shall ensure that products are properly packaged for safe delivery to customers. For items which are perishable, fragile, or need specialised care, the Seller shall take extra measures to ensure the product is adequately protected during transit.
• The Seller will not directly solicit customers outside of the Platform for any promotional activity.
• The Seller’s employees, agents, contractors, or affiliates shall be trained to handle any requests or complaints from Losode customers.
• The Seller confirms that neither the Seller nor any of its personnel are party to any ongoing criminal investigation, bankruptcy proceedings, tax-related cases, or any regulatory dispute with any government or regulatory body.
• The Seller shall ensure that their use of the Platform complies with all applicable Laws, particularly regarding data protection, payment processing, tax compliance, intellectual property, and other consumer protections.

F. Service Fee and Payments

• Losode does not charge any fees for the Seller to set up their store on the Platform. A monthly rent of N7,500 (Brands in Nigeria), £20 (Brands in the United Kingdom) or $20 (Brands in the United States) is charged after the Seller makes their first sale.
• Losode may start charging additional fees for access to the Platform and the sale of products by the Seller through the Platform at any point. These may include, but are not limited to, listing fees and enhanced marketing fees. Should Losode choose to introduce additional fees, the Seller will be notified prior to their commencement in writing.
• Where charges are applicable, the Seller shall compensate Losode, as required.

G. Seller Settlements

• Losode processes payments to Sellers every Friday for all completed and eligible orders that have passed the 10-working-day dispute and escrow period. If an order’s dispute window extends beyond the Thursday cutoff before payout processing, it will be included in the next Friday’s payout cycle. A full yearly payment calendar is available in the Designer (Seller) portal.
• Losode provides a weekly settlement statement to Sellers by the Monday following each payout Friday. Sellers have three (3) days to review the statement and raise any questions, discrepancies, or disputes with Losode.
• Payments may be placed on hold if there are returns, customer complaints, disputes, or if further clarification is needed. Reconciliation and dispute resolution occur every Monday to ensure necessary adjustments are made before the next payout cycle.
• If a scheduled payment falls on a public or bank holiday, it will be processed on the next working day.
• Payments are made via bank transfer to the Seller’s registered bank account. Sellers are responsible for ensuring their settlement details are accurate and up to date.

H. Lien on Payments

• Where Losode determines that the Seller's actions or performance may result in returns, chargebacks, claims, disputes, violations of Losode's terms or policies, or other risks to Losode or third parties, Losode shall have sole discretion to withhold any payments to the Seller for as long as Losode determines these risks persist.
• For amounts owed to Losode by the Seller, it is hereby agreed that Losode may:
  1. Charge the Seller’s bank account or deduct amounts owed from balances held by Losode.
  2. Invoice the Seller for amounts due to Losode, in which case the Seller shall pay the invoiced amounts upon receipt.
  3. Reverse any credits to the Seller’s bank account.
  4. Collect payment or reimbursement from the Seller by any other lawful means.
• Where it is determined that the Seller’s account has been used to engage in deceptive, fraudulent, or illegal activity, or repeatedly violates Losode’s Terms and Policies, then Losode may, in its sole discretion, permanently withhold any payments to the Seller.
• In addition, Losode may require the Seller to pay other amounts to secure the performance of the Seller’s obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of its terms or policies, or other risks to Losode or third parties. These amounts may be refundable or non-refundable in the manner Losode determines, and failure to comply with the terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.

I. Penalties

• Losode has set penalties in place for Sellers who fail to abide by the rules set by Losode. Sellers will be warned and notified of penalties prior to being charged. See the Losode Designer Penalty Policy.

J. Term and Termination

• The term of this Agreement will commence on the date the Seller’s store is live on the Platform and will continue until terminated by Losode or the Seller as provided below.
• Losode may, at any time, terminate the Seller’s use of its services immediately on notice in writing.
• Losode may terminate the Seller’s use of its services or terminate this Agreement with fourteen (14) days’ advance notice.
• Losode may suspend or terminate the Seller’s use of its service immediately if Losode determines that the:
  1. Seller materially breaches this Agreement and fails to remedy the breach within seven (7) days of receiving a formal breach notice.
  2. Seller’s breach exposes Losode to financial, legal, or reputational liability, Losode reserves the right to shorten or waive the remedy period at its discretion.
  3. Seller’s repeated failure to meet agreed-upon service levels, such as late deliveries, high return rates, excessive chargebacks, or customer complaints, may lead to permanent suspension.
  4. Seller’s account has been used or may be used for deceptive, fraudulent, or illegal activity.
  5. Seller’s use of the service has harmed, or might harm, other Sellers, customers, or Losode’s legitimate interests.
• Losode will promptly notify the Seller of any such termination or suspension in writing, via the Seller’s portal, indicating the reason and any options to appeal, except where Losode has reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable the Seller to circumvent its safeguards.
• On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that the Seller will remain responsible for performing all of their obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.

K. License

• The Seller hereby grants Losode a royalty-free, non-exclusive, worldwide license for the duration of the Seller’s original and derivative intellectual property rights to use any and all of the Seller’s materials for marketing its services. This license includes the right to sublicense these rights to Losode’s affiliates and operators. However, Losode agrees not to alter any of the Seller’s trademarks from the form provided by the Seller, except for re-sizing trademarks as necessary for presentation, provided that the relative proportions remain unchanged.
• Losode will comply with the Seller’s removal requests regarding the specific uses of the Seller’s materials, provided that the Seller is unable to make such removals using the standard functionality available through Losode’s website, social media platforms, or services. Furthermore, nothing in this Agreement shall prevent or impair Losode’s right to use the Seller’s materials without the Seller’s consent to the extent that such use is permissible without a license under the applicable laws of the jurisdictions in which Losode operates.
• Losode reviews the Seller’s products listed on its Platform and has the right, but not the obligation, to publish these online and make them visible to customers.
• Losode reserves the right to delete ratings and reviews at its discretion.

L. Representations

• Each party represents and warrants that:
  1. If it is a legal entity, it is duly organised, validly existing, and in good standing under the laws of the jurisdictions in which Losode operates.
  2. It has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorisations in this Agreement.
  3. Any information provided or made available by one party to the other party, or its affiliates, is always accurate and complete.

M. Indemnification

• The Seller shall defend, indemnify, and hold harmless Losode, its officers, directors, employees, and agents, against any third-party claims, losses, damages, settlements, costs, expenses, or other liabilities (including, but not limited to, reasonable legal fees) arising from or related to:
  1. The Seller’s non-compliance with applicable laws and regulations.
  2. The Seller’s products, including their offers, sales, fulfilments, refunds, cancellations, returns, or adjustments. This includes claims arising from the Seller’s materials, any actual or alleged infringement of intellectual property rights, and any personal injury, death, or property damage related thereto.
  3. The Seller’s tax obligations, including the collection, payment, or failure to collect or pay taxes, as well as any failure to meet tax registration requirements.
  4. Any actual or alleged breach of the representations, warranties, or covenants made by the Seller under this Agreement.
• Losode shall defend, indemnify, and hold harmless the Seller, its officers, directors, employees, and agents, against any third-party claims arising from or related to:
  1. Losode’s non-compliance with applicable laws.
  2. Intellectual property infringement claims related to the operation of Losode’s platform, provided such claims do not arise from the Seller’s products or materials.
• If an indemnified claim could adversely affect Losode, it may, to the extent permitted by law, voluntarily intervene in the proceedings at its own expense. No party may consent to a judgment or enter into a settlement of an indemnified claim without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, a party may settle any claim exclusively directed at and affecting only that party without the other party’s consent.

N. Disclaimer and General Release

• The Losode platform, including its services, content, software, functions, and information, is provided "as-is" and without warranties of any kind. The Seller uses the services at their own risk. Losode and its affiliates disclaim:
  1. All warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
  2. Implied warranties arising from the course of dealing, performance, or trade usage.
  3. Any tort liability, whether arising from negligence or otherwise.
• Losode makes no warranties that its platform or services will meet the Seller’s requirements or be available, timely, secure, uninterrupted, or error-free. Losode is not liable for service interruptions, including system failures or delays affecting the receipt, processing, or completion of transactions.
• In the event of a dispute between the Seller and a customer, the Seller releases Losode (including its employees and agents) from any claims, demands, and damages (whether actual or consequential) arising out of or connected with such disputes.

O. Limitation of Liability

• Losode shall not be liable (whether in contract, warranty, tort, including negligence or otherwise) for: Costs of cover, recovery, or recoupment of investments made by the Seller or its affiliates. Loss of profits, revenue, business, or data. Punitive, consequential, or indirect damages, even if advised of the possibility of such damages.
• Losode’s aggregate liability arising from or in connection with this Agreement shall not exceed the total fees paid by the Seller to Losode six-month period.

P. Tax

• The Seller shall be solely responsible for the collection, reporting, and payment of all applicable taxes, including but not limited to Value Added Tax (VAT), and Withholding Tax to the relevant authorities.
• Losode shall have no responsibility for calculating, reporting, or remitting any taxes on the Seller’s behalf.
• All fees payable by the Seller under this Agreement are exclusive of applicable taxes, deductions, or withholdings. The Seller is responsible for paying any taxes imposed on such fees.
• The Seller shall maintain a valid Tax Identification Number (TIN) or equivalent tax registration, issued by the relevant tax authorities in their country of operation, and ensure it remains accurate and up to date.
• Where applicable, the Seller shall be responsible for VAT collection and remittance to the relevant tax authorities in their country of operation, in compliance with applicable laws and regulations.compliance with the law.
• The Seller agrees to cooperate with Losode and provide any necessary information to ensure tax compliance.
• The Seller agrees to indemnify and hold Losode harmless against any tax-related liabilities, penalties, or claims arising from the Seller’s failure to comply with applicable tax laws and regulations in their country of operation.

Q. Confidentiality and Data Protection

• During the course of using Losode’s services, the Seller may receive Confidential Information. For the term of this Agreement and 10 years following termination, the Seller agrees to:
  1. Treat all Confidential Information as Losode’s exclusive property.
  2. Use it only for service-related purposes.
  3. Not disclose it except as required by law.
  4. Take reasonable measures to protect it from unauthorised use or disclosure.
  5. Delete Confidential Information upon termination or when no longer required for legal purposes.
• The Seller shall keep customer personal data confidential and use it only in compliance with applicable laws. This obligation survives termination of the Agreement.

R. Force Majeure

Losode shall not be liable for delays or failure to perform its obligations due to events beyond its reasonable control, including natural disasters, acts of God, government actions, or power failures.

S. Relationship of the Parties

This Agreement does not create any partnership, joint venture, or employment relationship. The Seller cannot act on behalf of Losode.

T. Modifications

Losode reserves the right to amend this Agreement at any time. Sellers will be notified by email. Continued use of the services after the effective date of any modification constitutes acceptance of the changes.