Marketplace Merchant Agreement

Last modified: January 1, 2025

This Marketplace Merchant Agreement (“Agreement”) contains the terms and conditions that govern your access to the DodoMarket.mu, Website (“Site”) to sell goods and services pursuant to DodoMarket Marketplace Program and is an agreement between you or the business you represent (the "Merchant") and Consumer Recreation Services Ltd (BRN: C22187689), trading as DodoMarket, with its principal place of business located at 04, Diego Garcia Street, Port Louis, Mauritius (the “Company”). By registering as a Merchant, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement.

WHEREAS, the Company is operating the curated marketplace platform DodoMarket.mu (“Platform”);

WHEREAS, the Merchant is in the business of producing or otherwise procuring, distributing and/or selling one or several “Relevant Goods and Services”, including, but not limited to flowers bouquets, gifts, helium balloons, cakes, chocolates, souvenirs, etc.;

WHEREAS, the Merchant retains ownership and remains the direct seller of the Relevant Goods & Services to end customers, and the Company acts solely as an agent facilitating sales via its marketplace platform; and

WHEREAS, the Company and the Merchant desire to enter into this Marketplace Merchant Agency Agreement in order to establish the terms and conditions that governs the Merchant access to the Platform to sell goods/services pursuant to DodoMarket Marketplace Program.

Definitions

For purposes of this Agreement, capitalised terms will have the meanings specified below:

"Affiliate" will mean, with respect to Consumer Recreation Services Ltd., any entity, whether incorporated or not, that directly or indirectly controls, is controlled by, or is under common control with such party or its corporate parent, where “control” (or variations of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.

“Agent” or “Marketplace Agent” means the Company acting on behalf of the Merchant to facilitate Product listing, sale, marketing, payment collection, and related services, without assuming ownership or title to the Products.

"Claims(s)" will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.

“Item File” means a data feed between Merchant and the Site that includes Merchant Content (as defined below) and other relevant or necessary information enabling Merchant Content to be made available on the Marketplace Program.

"Law" shall mean any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

"Losses" shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs.

“Marketing Materials” shall mean all DodoMarket printed marketing materials, including but not limited to stickers, leaflets, flyers and greeting cards provided by the Company to the Merchant to be included in each order fulfilment as per the Company marketing guidelines.

“Product” shall mean all items and goods for which Merchant receives Customer Purchase Order; “Services” shall mean any services offered by the Merchant for purchase via the Platform.

“Seller of Record" means that the Merchant is legally recognized as the supplier and seller of the Product(s) and/or Services to the end customer, retaining title to goods until delivery and being responsible for the provision of Services.

"Merchant Content" shall mean all images, product/service information and content including without limitation, the product/service data, (i) provided by Merchant to Company or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Merchant to customers on the Platform (“Customer”).

1. Agreement to DodoMarket.mu Terms of Service and Privacy Policy

This Agreement is in addition to and supplements DodoMarket.mu Terms of Service and Privacy Policy posted on the Platform. By entering into this Agreement, you also agree to abide by DodoMarket.mu Terms of Service and Privacy Policy. The Company may modify its Terms of Service and Privacy Policy from time to time, with or without notice. Your continued use of the Platform and the Marketplace Program following Company's posting of such modifications shall be deemed to be your acceptance of any such modifications. If you do not agree to the changes in the Terms and Conditions or Privacy Policy, immediately cease to use the Platform. For the avoidance of doubt, modifications to this Agreement are governed by the Waivers and Amendments/Complete Agreement sections herein.

2. Trademarks and Marketing Materials

Use of Marketplace Branding. Merchant may display or otherwise incorporate the Company’s trademarks, trade names, and trade dress, including “DodoMarket” and related marks (“the Company Trademarks”), solely for the limited purpose of identifying that the Products/Services are offered through the DodoMarket Marketplace Platform, and in accordance with any written specifications or guidelines mutually agreed upon by Merchant and the Company (“Specifications”). Merchant acknowledges that such use of the Company Trademarks does not confer any ownership or imply that the Company is the legal owner of the Products/Services; the Merchant remains the sole owner and seller/provider at all times.

License Grant. Subject to the terms of this Agreement, the Company grants Merchant a limited, non-exclusive, non-assignable, non-transferable, royalty-free license to use the Company Trademarks on packaging, labeling, and marketing materials related to the Products/Services, exclusively in connection with Merchant’s participation in the DodoMarket Marketplace. All rights, title, and interest in and to the Company Trademarks shall remain vested in the Company, and any goodwill derived from Merchant’s use of the Company Trademarks shall inure solely to the benefit of the Company.

Restrictions and Acknowledgments. (1) Scope of Use. Merchant will use the Company Trademarks only as expressly authorized in this Agreement, and for no other purpose without the Company’s prior written consent. (2) No Challenge. Merchant shall not challenge, contest, or question the validity of the Company’s ownership of, or any trademark applications or registrations for, the Company Trademarks. (3) Compliance. Merchant shall comply with all instructions or guidelines from the Company relating to proper usage, appearance, and placement of the Company Trademarks.

Marketing Materials. From time to time, the Company may provide Merchant with printed or electronic marketing, advertising, merchandising, or promotional materials bearing the Company Trademarks (collectively, “Marketing Materials”). The Company shall provide such Marketing Materials at no cost to the Merchant, and Merchant agrees to use these materials only in connection with promoting the Products/Services through the DodoMarket Marketplace.

3. Product/Service Information — Merchant Content

Merchant agrees and warrants that any and all Merchant Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights. Merchant agrees that any and all Merchant Content may be publicly displayed by Company as Company sees fit and at no charge to Company, provided that Company shall have no obligation to display Merchant Content. Merchant will only provide Merchant Content for Products/Services that fit into the categories or parameters approved in writing by Company. Merchant may provide Company with Merchant Content for offerings in additional categories or parameters only with the prior written consent of Company (which may be given by email). Company shall have no obligation to list, display, or otherwise offer on the Platform all offerings for which Merchant provides Merchant Content, and listing any such offerings is in the Company’s sole discretion.

4. Purchase/Order Processing, Fulfilment

The Merchant hereby appoints the Company as its limited Agent for the purposes of listing and selling the Products/Services, including the right to collect payments from Customers on the Merchant’s behalf.

Orders. Merchant will be the seller of record. Customers purchasing via the Platform will place orders using the Company checkout system and the Company will collect all proceeds from such transactions, including delivery costs based on shipment/delivery options. The Customer is the purchaser of record. The Company will electronically transmit to Merchant the order information (e.g. Customer name, order number, greeting card text and other relevant order details) ("Transaction Information") that the Company determines Merchant needs to fulfil each order. The Company will send an automated email message to each Customer confirming receipt of an order. Merchant will provide the Company with Merchant's customer service contact information which the Company may include in such confirmation email and/or on the Platform. Delivering/Shipping Product(s) to Customers and providing Customer service will be performed by the Company.

Fulfilment of orders. (a) Once the Company has transmitted an order to Merchant, Merchant will, at its own expense, be solely responsible for, and bear all liability for, the fulfilment of the order, including without limitation, producing and packaging of Products and/or preparing Services. If Merchant cannot fulfil the entire quantity of a purchase order (PO), then the Merchant shall immediately notify the Company.
(b) Merchant will fulfil only what was purchased by the Customer and will not include any additional or substitute Products/Services, materials or information not purchased by the Customer, other than those DodoMarket Marketing Materials that should be included in all shipments sold by Merchant in line with the DodoMarket marketing policy.

5. Cancellations, Returns and Refunds

Cancellations. Merchant will maintain a cancellation rate due to Merchant’s error or fault of 1.0% or less, calculated on a rolling thirty (30) day period. Substitutions do not count towards cancellation rates.

Refunds. Merchant will be responsible for refunds resulting from Product returned to Merchant in line with the return policy (for applicable Products) and for all forms of refund resulting from Merchant’s error or fault (including for offerings sufficiently different from their description). The Company will whenever possible provide refunds to Customers via the method of payment used by the Customer. Whenever the Company makes a refund to a Customer as described above, the Company, in its sole discretion, will obtain a refund of the Merchant Payment received by Merchant for such returned items either via (i) offset of any amounts payable by the Company to Merchant or (ii) by billing Merchant for such amounts.

6. Fees and Commissions

During the term of this Agreement Merchant will pay to the Company a Service Fee calculated as a percentage on the Merchant’s Net Sales (as defined below) of offerings generated by the Company in accordance with this Agreement. For purposes of this Agreement, “Net Sales” shall mean, for any period, the gross amount properly set forth on a purchase order received by Merchant from the customer in connection with such customer’s purchase, less shipping/delivery fees.

The Company is registered for VAT in Mauritius and the Service Fee is subject to VAT at the applicable rate. The Company will deduct both the Service Fee and applicable VAT from the amounts due to the Merchant.

Merchant hereby appoints the Company as its limited payment collection agent for accepting and processing payment from customers on Merchant’s behalf (“Payment Agent”). Merchant authorises the Company to receive payments on its behalf and, in its role as Payment Agent, to issue refunds to customers at Merchant’s request.

In accepting appointment as Payment Agent, the Company assumes no liability whatsoever for any of Merchant’s acts or omissions related to these Terms, failure by Merchant to fulfil the Purchase Order, or failure by Customers to make payments owed to Merchant, and Merchant understands that Company’s obligation to pay Merchant is subject to and conditional upon Company’s actual receipt of payment from Customers.

The Company shall deliver such payments to Merchant’s designated bank account in accordance with its instructions on the schedule and net of agreed-upon Service Fee, delivery/shipment fees, and/or other amounts owed by Merchant to the Company (such resulting amount, "Merchant Payment"), in each case as provided in this Agreement. Merchant agrees and acknowledges that: (a) once the Company receives payment from a Customer, Merchant will treat the Customer as if Merchant has itself received the funds, regardless of whether Merchant actually receives the payment from the Company, and (b) its sole recourse for nonpayment by the Company is against the Company, and it will not seek any return, refund or payment directly or indirectly from Customers in the event of nonpayment by the Company. The Company reserves the right to offset any overpayments to Merchant against any future Merchant Payments. The Company may modify the schedule of payments from time to time upon prior notice to Merchants.

To the extent the Company agrees to invoice Merchant for any Fees due, Merchant shall pay those Fees set forth in invoices not disputed in good faith within five (5) days of the date of receipt thereof. All such payment obligations are non-cancelable and all amounts paid are non-refundable, except for amounts paid in error that are not actually due under this Agreement.

Withholding of Payment. The Company may withhold the payment of funds to the Merchant or return funds to Customers if the Merchant is the subject of an investigation, or there is a Claim against the Merchant, for any suspected or alleged wrongful conduct or any violation of this Agreement. The Company will not be liable to the Merchant for any such amounts.

7. Third-Party Platforms & Sub-Agents

Authorization of Third-Party Platforms. The Merchant acknowledges and agrees that the Company may engage or partner with third-party platforms, affiliates, or agents (“Sub-Agents”) to promote, market, or facilitate sales of the Merchant’s offerings and/or collect payment on behalf of the Merchant.

Payment Collection by Sub-Agents. The Merchant hereby authorizes the Company to delegate to such Sub-Agents the authority to receive and process payments from end-customers on the Merchant’s behalf. For clarity, when a Sub-Agent collects funds from an end-customer for the Merchant’s offerings, such collection shall be deemed payment to the Merchant.

Flow of Funds. (a) Remittance to Company: The Sub-Agent may deduct its agreed commission or fee, then remit the net balance to the Company. (b) Remittance to Merchant: Upon receiving such funds, the Company will deduct its applicable Service Fee and any other amounts due under this Agreement, then remit the remaining balance to the Merchant in accordance with the existing payment terms.

No Additional Liability. The Merchant agrees that its sole recourse for payment of the amounts due shall lie against the Company, and not against the Sub-Agent. The Company shall remain responsible for remitting to the Merchant any net funds actually received by the Company (less applicable fees and commissions), but shall bear no liability for the acts or omissions of any Sub-Agent beyond that set forth in this Agreement.

No Change to Agency Relationship. Except as explicitly stated herein, nothing in this clause shall alter the relationship of the Parties. The Merchant remains the seller of record, and the Company remains the Merchant’s limited Agent, as set forth elsewhere in this Agreement.

8. Ownership and Use of Transaction Information

The Company shall own all Transaction Information. Merchant may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, the Company's Privacy Policy and all applicable Law. Merchant will not (i) disclose or convey any Transaction Information to any third party (except as necessary for Merchant to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered an offering that has not yet been delivered/provided with the intent to collect a payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a Customer.

9. Taxes

Taxpayer and Seller of Record. Merchant is the taxpayer and seller/provider of record and must comply with all applicable tax Law. Merchant shall be solely liable for any tax liabilities, including without limitation, any associated penalties, fees or interest. All references to "tax" or "taxes" in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, electronic waste recycling fees, and all other indirect taxes and fees.

Merchant Warranty. Merchant is solely responsible for determining the amount of VAT or other indirect taxes owed as a result of sales, and is solely responsible for reporting and remitting any such taxes required under applicable Law. Merchant hereby represents and warrants that it will (a) identify all jurisdictions in which it has an obligation to collect and remit taxes during onboarding, (b) keep such information updated at all times, (c) report and remit all such taxes collected on Merchant’s behalf by the Company, and (d) maintain appropriate accounting records and documentation to verify the remittance of such taxes collected on Merchant’s behalf by the Company. Upon the request of the Company, Merchant will immediately provide the Company with records and documentation in the manner, form and substance as the Company may reasonably request of Merchant's remittance of all taxes collected by the Company on Merchant’s behalf. If Merchant is unable to provide such proof to the Company’s satisfaction, the Company may retain all such tax amounts and/or terminate Merchant's Marketplace account. Merchant acknowledges and agrees that the Company has no responsibility to collect, report or remit taxes in connection with Merchant’s sales beyond what is expressly stated herein. Merchant shall cooperate with the Company regarding any requests for information, audit or similar request by any taxing authority concerning taxes collected and remitted resulting from sales on the Platform.

10. Information Security

Merchant will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorised users, viruses or malicious computer programs which could in turn be transmitted to the Company or compromise the security of the Company Confidential Information (as defined in “Confidential Information” below), including without limitation, the Transaction Information. Merchant shall promptly notify the Company of any breach and take all necessary actions to remediate the breach. Merchant shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.

11. Confidential Information

Definition. The term "Confidential Information" means all information communicated by one party (“Disclosing Party”) to the other party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via the Company’s APIs. Merchant shall also treat all Transaction Information and tax codes as Confidential Information.

Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.

Exceptions. The obligations of either party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; provided, however, Transaction Information shall remain subject to confidentiality obligations regardless of its availability to the public; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

Disclosure by Law. In the event the Receiving Party is required by Law or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.

Return or destruction. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any Transaction Information, and (ii) the terms of this Agreement. Merchant agrees that the Company may share Merchant's Confidential Information with its Affiliates for internal use only.

12. Representations and Warranties

Merchant hereby represents and warrants to the Company the following:

Authority. Merchant is duly organised, validly existing and in good standing under the Laws of its jurisdiction, and Merchant has full power and authority to enter into this Agreement and to perform its obligations hereunder without any further ratification or approval. Merchant has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.

No Conflicts. Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby. Merchant warrants it has all necessary rights to sell the Products/provide the Services without violating third-party intellectual property.

13. Term, Termination and Suspension

Term. This Agreement shall commence on the Effective Date noted above and shall continue in full force and effect as long as the Merchant continues using the Platform to list and sell offerings, unless an agreed upon term is included in DodoMarket Marketplace Merchant Agency Agreement.

Termination. This Agreement may be terminated by either Party at any time for any reason by giving thirty (30) calendar days written notice of such termination to the other Party.

Termination for Breach. Either party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement for breach by Merchant, any fees due to the Company at the time of termination shall immediately come due and; if for breach of the Company, any amounts prepaid by Merchant but unused up to the date of termination shall be refunded to Merchant. Termination under this Section does not limit either party from pursuing any other remedies available to such party, including but not limited to injunctive relief.

Termination in the Event of Insolvency or Bankruptcy. Either party may terminate this Agreement upon written notice to the other party in the event (a) the other party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other party and such petition is not dismissed within ninety (90) days of filing; (c) the other party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar Law; (d) the other party ceases to do business in the normal course; or (e) a receiver is appointed for the other party or its business.

Post-Termination Obligations. Merchant will continue to have obligations under this Agreement after termination of the Agreement or during a suspension of Merchant’s listing of offerings, including without limitation, the obligation to (i) provide customer service to Customers who purchased via the Platform, (ii) pay any invoices delivered by the Company in connection with this Agreement, (iii) notify the Company and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfil any outstanding orders/appointments, and (vi) immediately notify the Company of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.

Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, the Company's rights to use Merchant's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.

14. Relationship of the Parties

Nothing in this Agreement creates any partnership, joint venture, employer-employee, franchisor-franchisee, or other relationship between the Parties, except that the Company acts as limited agent for the Merchant solely to facilitate sales, collect payments, and remit amounts to the Merchant under this Agreement.

15. Assignment

Neither Party may, without written approval of the other, assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party except that a Party may assign its rights or obligations to a third party in connection with the merger, reorganisation or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning Party.

16. Notices

Any notice or other correspondence required to be served or exchanged under this Agreement shall be so served or exchanged, as the case may be, at the following address:

FOR THE MERCHANT: the address and/or email provided by the Merchant in the onboarding process or in the Merchant’s account settings on the Platform.

FOR THE COMPANY: office@dodomarket.mu; Mauritius, 4, Diego Garcia Street, Port Louis, Consumer Recreation Services Ltd.

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by first class post or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party.

17. Complete Agreement

This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with DodoMarket.mu Terms of Service, Acceptable Use Policy and/or Privacy Policy, this Agreement shall prevail.

18. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mauritius. Each party irrevocably agrees that the courts of Mauritius shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Acceptance and Updates

By registering as a Merchant, clicking to accept, or continuing to use the Platform to list and sell offerings after the “Last modified” date above, you acknowledge that you have read, understood, and agree to be bound by these online terms. The Company may update these terms from time to time as described herein. If you do not agree to the updated terms, you must stop using the Platform as a Merchant.